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Dongjiang Environmental Company Limited — Proxy Solicitation & Information Statement 2014
Apr 16, 2014
49545_rns_2014-04-16_39c1c727-6e05-477a-950d-969d7098fa6f.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 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.
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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)
INDICATIVE ANNOUNCEMENT REGARDING THE CONVENING OF THE SECOND EXTRAORDINARY GENERAL MEETING IN 2014
This announcement is made pursuant to the Articles of Association (the “Articles”) of Dongjiang Environmental Company Limited* (the “Company”).
Reference is made to the announcement and circular of the Company dated 20 March 2014 (the “Circular”) in relation to, among other things, the notice of the second extraordinary general meeting of the Company in 2014. Unless the context requires otherwise, capitalized terms used in this announcement shall have the same meanings as defined in the Circular.
In accordance with Article 80 of the Articles, the Company may, on the basis of the written replies received twenty (20) days before the holding of the general meeting, calculate the number of shares with voting rights represented by the shareholders who have indicated that they would attend the meeting. If the number of shares with voting rights represented by the shareholders who have indicated that they would attend the general meeting is more than one-half (1/2) of the aggregate number of the shares with voting rights of the Company, the Company may hold the general meeting; if not, the Company shall, within five (5) days, inform the shareholders in the form of announcement the proposed matters, date and place of the meeting; after such announcement, the Company may hold the general meeting. Details of the convening of the second extraordinary general meeting in 2014 are set out as follows:
NOTICE IS HEREBY GIVEN that the second extraordinary general meeting (the “EGM”) of the Company in 2014 will be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the People’s Republic of China (the “PRC”) on Monday, 5 May 2014 at 2:00 p.m. for the purpose of considering, and if thought fit, passing the following resolutions:
ORDINARY RESOLUTIONS
1. To consider and approve the use of the remaining proceeds as permanent supplement to working capital:
In order to make full use of the raised funds and reduce the financial costs, in line with the principle of maximizing the shareholders’ interests, the surplus raised funds totaling up to RMB24.7276 million (including interest, the specific net amount of the interest income is
subject to the actual amount of the current day transferred to the self-owned capital account) for the investment project with the raised funds of the Company, namely Shenzhen Longgang Hazardous Industrial Waste Treatment Base project will be used as the permanent supplement to working capital of the Company.
2. To consider and approve the change of use of part of raised funds for the research and development base construction project:
In order to realize the development strategy of “Overall Plan, Decentralized Construction and Centralized Management” for the research and development base construction project and provide financial support to safeguard strategic project construction, part of raised funds totaling up to RMB48.5283 million for the research and development base construction project will be changed for the heavy metal sludge resource utilization project construction of the second phase of hazardous waste disposal center in Northern Guangdong. The Company will use such part of the raised funds for capital increase in the wholly-owned subsidiary of the Company, Shaoguan Green Renewable Resources Development Co., Ltd. (“Shaoguan Green”) and the project will be implemented under the organization of the Shaoguan Green.
3. To consider and approve the 2014 contemplated routine related transaction.
By order of the Board Dongjiang Environmental Company Limited * Zhang Wei Yang Chairman
Shenzhen, the PRC, 16 April 2014
As at the date of this announcement, the board of directors of the Company 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