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Dufu Liquor Group Limited — Proxy Solicitation & Information Statement 2014
Dec 31, 2014
49605_rns_2014-12-31_b81a360e-8183-4f9e-995c-fd067cf7d550.pdf
Proxy Solicitation & Information Statement
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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 you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in China Environmental Energy Investment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale was effected for transmission to the purchaser or the transferee.
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.
China Environmental Energy Investment Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 986)
REFRESHMENT OF GENERAL MANDATE AND NOTICE OF SPECIAL GENERAL MEETING
Independent financial adviser to the Independent Board Committee and
the Independent Shareholders
Capitalized terms used in this cover page have the same meaning as those defined in this circular.
A letter from the Board is set out on pages 5 to 14 of this circular. A letter of recommendation from the Independent Board Committee to the Independent Shareholders is set out on page 15 of this circular. A letter of advice from Gram Capital to the Independent Board Committee and the Independent Shareholders on the Refreshment of General Mandate is set out on pages 16 to 24 of this circular.
A notice convening the SGM to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 21 January 2015 at 10:00 a.m. is set out on pages 25 to 28 of this circular. A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.
2 January 2015
- For identification purposes only
CONTENTS
| Page | |
|---|---|
| DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 5 |
| LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . | 15 |
| LETTER FROM GRAM CAPITAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 16 |
| NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 25 |
– i –
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions have the following meanings:
“Acquisition” the possible acquisition of Master Resourses Holdings Limited pursuant to the memorandum of understanding dated 15 August 2014 as supplemented on 3 November 2014
- “AGM”
the annual general meeting of the Company held on 28 August 2014
-
“Announcements” the announcements of the Company dated 20 November 2014 and 27 November 2014 in respect of, among other things, the Share Placing and the Rights Issue
-
“associate(s)”
-
has the meaning ascribed to it in the Listing Rules
-
“Board”
-
the board of Directors
-
“Bye-laws”
- the existing bye-laws of the Company as amended from time to time
-
“Existing Convertible Bonds” the outstanding convertible bonds issued by the Company with principal amount of HK$1,800,000 due on 28 April 2015
-
“Gram Capital” or
-
“Independent Financial Adviser”
-
Gram Capital Limited, a licensed corporation to carry on Type 6 (advising on corporate finance) regulated activity under the SFO and the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate
“Company”
-
China Environmental Energy Investment Limited, a company incorporated in Bermuda and the shares of which are listed on the main board of the Stock Exchange
-
“Directors”
the directors of the Company
– 1 –
DEFINITIONS
“Existing General Mandate”
“Group”
“HK$”
“Hong Kong”
“Independent Board Committee”
“Independent Shareholder(s)”
“Independent Third Party(ies)”
“Issue Mandate”
“Latest Practicable Date”
the general mandate granted at the AGM to the Directors to allot, issue and deal with a maximum of 48,190,489 Shares (as adjusted by the Share Consolidation), representing 20% of the total nominal amount of the issued share capital of the Company as at the date of the AGM
the Company and its subsidiaries
Hong Kong dollar, the lawful currency of Hong Kong
the Hong Kong Special Administrative Region of the PRC
an independent committee of the Board comprising all three independent non-executive Directors formed for the purpose of advising the Independent Shareholders on the Refreshment of General Mandate
the Shareholder(s) other than the controlling Shareholders and their respective associates or, if there is no controlling Shareholder, the Directors (excluding the independent non-executive Directors) and the chief executive of the Company and their respective associates
third parties independent of and not connected with the Directors, chief executive and substantial shareholders of the Company or any of its subsidiaries, or any of their respective associates
the new mandate proposed to be sought at the SGM to authorize the Directors to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolution at the SGM
29 December 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular
– 2 –
DEFINITIONS
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock |
|---|---|
| Exchange | |
| “PRC” | The People’s Republic of China |
| “Refreshment of General | the proposed refreshment of the Existing General Mandate |
| Mandate” | and the grant of the Issue Mandate |
| “Rights Issue” | the rights issue on the basis of eight (8) Rights Shares |
| for every one (1) Share held on 29 December 2014 at | |
| HK$0.195 per Rights Share as disclosed in the Rights Issue | |
| Prospectus | |
| “Rights Issue Prospectus” | the prospectus of the Company dated 30 December 2014 in |
| relation to the Rights Issue | |
| “Rights Share(s)” | Share(s) to be issued and allotted under the Rights Issue, |
| being 2,313,143,472 Shares | |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “SFO” | the Securities and Futures Ordinance, Chapter 571 of the |
| Laws of Hong Kong | |
| “SGM” | the special general meeting of the Company to be convened |
| and held on or about 10:00 a.m. on Wednesday, 21 January | |
| 2015 to consider and approve the Refreshment of General | |
| Mandate | |
| “Share Consolidation” | the share consolidation of every twenty (20) old share of |
| the Company in the par value of HK$0.0005 each into one | |
| (1) Share in the par value of HK$0.01 each, which has | |
| become effective on 3 October 2014 | |
| “Share Placing” | the placing of 48,190,489 new Shares under the Existing |
| General Mandate, which was completed on 3 December | |
| 2014 |
– 3 –
DEFINITIONS
“Share(s)” the ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company “Shareholder(s)” holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Win Fung” Win Fung Securities Limited, a licensed corporation to carry on business in Types 1 & 4 regulated activities under the SFO, the placing agent of the Share Placing and the underwriter of the Rights Issue
In the event of any inconsistency, the English text of this circular shall prevail over the Chinese text.
– 4 –
LETTER FROM THE BOARD
China Environmental Energy Investment Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 986)
Executive Directors: Ms. Chen Tong (Chairman and Chief Executive Officer) Ms. Chan Ching Ho, Kitty Mr. Xiang Liang Ms. Li Lin
Non-executive Directors: Ms. Yao Zhengwei Mr. Wang Zhenghua
Independent non-executive Directors: Mr. Tse Kwong Chan Ms. Zhou Jue Ms. Zhang Ruisi
Registered Office: Clarendon House 2 Church Street Hamilton HM11 Bermuda
Principal place of business in Hong Kong: Room 2211, 22/F Lippo Centre, Tower Two 89 Queensway Hong Kong
2 January 2015
To the Shareholders
Dear Sir or Madam,
REFRESHMENT OF GENERAL MANDATE
INTRODUCTION
The purpose of this circular is to provide you with (i) information relating to the Refreshment of General Mandate; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders; (iii) a letter of advice from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of General Mandate; and (iv) the notice of the SGM to be convened and held for purpose of considering and, if thought fit, approving the Refreshment of General Mandate.
- For identification purposes only
– 5 –
LETTER FROM THE BOARD
REFRESHMENT OF GENERAL MANDATE
Background of and reasons for the Refreshment of General Mandate
The Group is principally engaged in the businesses of waste paper, scrap metal and consumable wastes recycling and online products sales, provision of web maintenance services and marketing services.
At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot, issue and deal with up to 48,190,489 Shares (as adjusted by the Share Consolidation), representing 20% of the total nominal amount of the issued share capital of the Company as at the date of the AGM.
During the period from the grant of the Existing General Mandate to the Latest Practicable Date, the Existing General Mandate had been utilised as to 48,190,489 Shares, representing 100% of the Existing General Mandate. As disclosed in the Announcements, the Company had entered into a placing agreement (as supplemented by a supplemental placing agreement) with Win Fung, under which Win Fung has agreed to place 48,190,489 new Shares. The aggregate net proceeds raised from the Share Placing after deducting the placing commission and other related expenses are approximately HK$31.28 million and is expected to be utilised as intended. The Share Placing was completed on 3 December 2014. There has been no refreshment of Existing General Mandate since the AGM.
As set out in details in the Rights Issue Prospectus, the Company proposed to raise approximately HK$451.06 million, before expenses, by issuing 2,313,143,472 Rights Shares to the Qualifying Shareholders (as defined in the Rights Issue Prospectus) by way of Rights Issue at the subscription price of HK$0.195 per Rights Share on the basis of eight (8) Rights Shares for every one (1) Share held on 29 December 2014. The Rights Issue and the transactions contemplated thereunder were approved by the then Independent Shareholders at the special general meeting of the Company on 18 December 2014. As 289,142,934 Shares were in issue on 29 December 2014, 2,313,143,472 Rights Shares is expected to be issued if the Rights Issue has become unconditional on 15 January 2015.
As at the Latest Practicable Date, other than the Existing Convertible Bonds with principal amounts of HK$1,800,000, which can be converted into 117,187 Shares at the conversion price of HK$15.36, and held by Fortune Glow Limited, an Independent Third Party, the Company has no options, warrants, and convertible bonds or other similar rights which are convertible or exchangeable into Shares.
– 6 –
LETTER FROM THE BOARD
Reasons for and benefits of the Refreshment of General Mandate
As disclosed in the Rights Issue Prospectus, the debt position of the Group is summarized as below:
| Approximate | ||||
|---|---|---|---|---|
| accrued | ||||
| interests as | ||||
| Principal | at 31 October | |||
| amount | Interest | 2014 | Maturity Date | |
| Existing Convertible Bonds | HK$1,800,000 | 8% | HK$73,380 | 28 April 2015 |
| Promissory notes I | HK$5,000,000 | 5.25% | HK$458,840 | 31 January 2013 |
| (in dispute) | ||||
| Promissory notes II | HK$123,200,000 | 8% | HK$5,022,500 | 28 April 2015 |
| Promissory notes III | HK$30,000,000 | 8% | HK$1,137,530 | 19 May 2015 |
| Promissory notes IV | HK$58,000,000 | 8% | HK$330,520 | 5 October 2015 |
| Borrowings from a financial | HK$68,000,000 | 36% | HK$7,787,180 | Expired |
| institution | (Note) | (Note) | ||
| PRC Bank Loans | RMB4,300,000 | 7.8% | RMB254,536 | 27 January 2015 |
| RMB2,000,000 | 7.8% | RMB114,115 | 27 January 2015 | |
| RMB3,500,000 | 7.8% | RMB133,882 | 5 May 2015 | |
| RMB3,500,000 | 7.8% | RMB133,882 | 5 May 2015 | |
| RMB5,700,000 | 7.8% | RMB215,600 | 7 May 2015 | |
| Non-convertible notes | HK$20,000,000 | 5% | 31 May 2017 |
Note: As at the Latest Practicable Date, the Company applied HK$20 million, being the part of the proceeds from the Share Placing to settle the overdue principal amount and accrued interests of such loan partially to reduce the high finance costs.
Save for the non-convertible notes which has a longer maturity to be due in May 2017, the Company intends to utilize the proceeds from the Rights Issue principally to settle all these liabilities (i.e. approximately HK$310 million with accrued interests of approximately HK$16 million) (the “ Short Term Debts ”). Among the Short Term Debts, a borrowing from a financial institution has expired as at the Latest Practicable Date. Although the Company has informed the financial institution about the Company’s proposed fund raising exercises and requested the financial institution to wait for the Company to complete the proposed fund raising exercises such that the Company can repay the borrowings with the accrued interests in full, as at the Latest Practicable Date, there is no guarantee that the Rights Issue will become unconditional.
– 7 –
LETTER FROM THE BOARD
Even though the Share Placing was completed on 3 December 2014 and approximately HK$31.28 million was raised, it is still insufficient to settle the overdue loans with high finance costs in the event that the Rights Issue is not completed. Accordingly, the Board proposes the Refreshment of General Mandate, which provides the Company the necessary flexibility when considering fund raising options available in a timely manner.
As also mentioned in the Rights Issue Prospectus, the Company has entered into a memorandum of understanding as announced on 15 August 2014 (as supplemented by a supplemental memorandum of understanding on 3 November 2014) (“ MOU ”) in relation to the possible Acquisition. Under the MOU, the Company and the vendor shall sign a binding sale and purchase agreement in respect of the possible Acquisition within 3 months from the date of the supplemental memorandum of understanding or such later date as agreed in writing by the parties thereto, subject to further negotiations between the Company and the vendor and the results of the due diligence on the target group companies, the proposed consideration for the possible Acquisition and the method and timing of its payment or settlement are to be negotiated and agreed.
Based on the preliminary discussions between the Company and the vendor, the proposed consideration for the possible Acquisition shall be not more than HK$760,000,000 and the method and timing of its payment are as follows:–
-
(a) as to not less than 50% of the proposed consideration shall be paid in cash upon execution of the formal sale and purchase agreement; and
-
(b) the balance of consideration shall be paid by way of issuance of convertible bonds or promissory notes by the Company
Further details of the possible Acquisition have been set out in the Announcements.
As at the Latest Practicable Date, the Company is conducting due diligence on the target group companies and in negotiations with the vendor for the terms of the sale and purchase agreement, including the payment method of consideration. As the financial status of the Group is expected to be improved substantially (i.e. the outstanding liabilities of the Group will be reduced) after completion of the Share Placing and the Rights Issue, the Directors are confident that they can bargain for better terms for the Company, in particular the amount of consideration and the cash portion of the consideration. However, if the vendor insists that majority of the consideration to be settled in cash, the Company will seek for other financing options then available to the Group.
Even if the Rights Issue is completed and approximately HK$451.06 million is raised, these amounts are only sufficient to settle the Short Term Debts in full and are insufficient to finance the cash portion of the consideration for possible Acquisition. Given the lower than expected business performance of the existing businesses of the Group, the Company is in need for additional cash to carry out the possible Acquisition with the vendor such that the Company can diversify its business with better prospect.
– 8 –
LETTER FROM THE BOARD
As at the Latest Practicable Date, save and except for the MOU, the Company has not entered or proposed to enter into any agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied, and negotiation (whether concluded or not) with an intention to acquire any new assets/businesses/companies and/or to dispose of the existing businesses of the Group.
Given that equity financing under general mandates (i) is less time-consuming and costly than equity financing under specific mandates; (ii) does not incur interest obligations on the Group as compared with bank financing; and (iii) equips the Company with the ability to capture any capital raising or prospective investment opportunities in a timely manner, the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issue share capital of the Company as at date of the SGM. The Board considers that the Refreshment of General Mandate is necessary, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
As at the Latest Practicable Date, the Group has no agreement, arrangement, understanding, intention or negotiation (concluded or otherwise) about any investments or to allot, issue and deal with securities for cash or as consideration in acquisitions under the Issue Mandate.
Issue Mandate
As at the Latest Practicable Date, the Company has an aggregate of 289,142,934 Shares in issue.
In the event that the Rights Issue does not become unconditional and on the basis that no further Share is issued and/or repurchased by the Company prior to the date of the SGM, the Company would be allowed under the Issue Mandate to allot and issue up to 57,828,586 new Shares subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate, being 20% of the Shares in issue as at the date of the SGM.
In the event that the Rights Issue becomes unconditional and on the basis that no further Share is issued and/or repurchased by the Company prior to the date of the SGM other than the issuance of 2,313,143,472 Rights Shares, the Company would be allowed under the Issue Mandate to allot and issue up to 520,457,281 new Shares subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate, being 20% of the Shares in issue as at the date of the SGM.
– 9 –
LETTER FROM THE BOARD
The Issue Mandate will, if granted, remain effective until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required to be held in accordance with the Byelaws or any applicable laws of Bermuda; and (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.
Equity fund-raising activities of the Company in the past 12 months
Brief particulars of equity fund-raising activities of the Company in the past 12 months are set out below:
| Date of | Fund raising | Net proceeds | Proposed use | Actual use |
|---|---|---|---|---|
| the announcement | activity | (approximate) | of proceeds | of proceeds |
| 20 November 2014 | the Rights Issue | HK$444.24 | the repayment of Short Term | as at the Latest Practicable Date, |
| million | Debts, the general working | the Rights Issue has not become | ||
| capital of the Group and/ | unconditional. If the Rights | |||
| or for financing future | Issue become unconditional, | |||
| investment opportunities | the proceeds from the Rights | |||
| Issue will be utilized as | ||||
| proposed | ||||
| 20 November 2014 and | Placing of | HK$31.28 | the financing of any | (i) HK$20 million was used for |
| 27 November 2014 | 48,190,489 | million | acquisition opportunities | repayment of Short Term Debts |
| shares | identified or to be identified | and accrued interests partially; | ||
| by the Company and/or the | (ii) HK$1.2 million was used | |||
| repayment of Short Term | for the payment of relevant | |||
| Debts | professional expenses under | |||
| the Rights Issue and the Share | ||||
| Placing; and (iii) the balance | ||||
| of HK$10.08 million shall be | ||||
| utilized as proposed | ||||
| 27 May 2014 | Placing of | HK$18.73 | the repayment of debts owned | HK$12 million was used for |
| 180,000,000 | million | by the Company, working | repayment of interest expenses | |
| shares | capital of the Group and/ | due by the Company and the | ||
| or for financing future | balance of HK$6.73 million used | |||
| investment opportunities | for working capital of the Group |
Save as disclosed in this section, the Company had not conducted any other equity fund raising activities in the past 12 months immediately prior to the Latest Practicable Date.
– 10 –
LETTER FROM THE BOARD
Potential dilution to shareholding of the existing public Shareholders
The table below sets out the shareholding structure of the Company (i) upon full utilization of the Issue Mandate (assuming that the Rights Issue does not become unconditional and no Share is issued and/or repurchased by the Company prior to the date of the SGM); and (ii) upon full utilization of the Issue Mandate (assuming that the Rights Issue becomes unconditional and other than the Rights Shares, no Share is issued and/or repurchased by the Company prior to the date of the SGM).
- (i) Upon full utilization of the Issue Mandate (assuming that the Rights Issue does not become unconditional and no Share is issued and/or repurchased by the Company prior to the date of the SGM):
| Public Shareholders Shares available to be issued under the Issue Mandate Total |
As at the Latest Practicable Date Number of Shares % 289,142,934 100 289,142,934 100 |
Upon full utilization of the Issue Mandate Number of Shares % 289,142,934 83.33 57,828,586 16.67 346,971,520 100 |
Upon full utilization of the Issue Mandate Number of Shares % 289,142,934 83.33 57,828,586 16.67 346,971,520 100 |
|---|---|---|---|
| 100 |
– 11 –
LETTER FROM THE BOARD
- (ii) Upon full utilization of the Issue Mandate (assuming that the Rights Issue becomes unconditional and other than the Rights Shares, no Share is issued and/or repurchased by the Company prior to the date of the SGM):
| Public Shareholders Win Fung Shares available to be issued under the Issue Mandate Total Note: |
As at the Latest Practicable Date Number of Shares % 289,142,934 100 – – – – 289,142,934 100 |
All Qualifying Shareholders (as defined in the Rights Issue Prospectus) take up all the Rights Shares Number of Shares % 2,602,286,406 100 – – – – 2,602,286,406 100 |
After completion o Win Fung is called upon to subscribe in full the Rights Shares pursuant to its underwriting obligations(note) Number of Shares % 289,142,934 11.11 2,313,143,472 88.89 – – 2,602,286,406 100 |
f the Rights Issue Upon full utilization of the Issue Mandate and all Qualifying Shareholders (as defined in the Rights Issue Prospectus) take up all the Rights Shares Number of Shares % 2,602,286,406 83.33 – – 520,457,281 16.67 3,122,743,687 100 |
Upon full utilization of the Issue Mandate and Win Fung is called upon to subscribe in full the Rights Shares pursuant to its underwriting obligations(note) Number of Shares % 289,142,934 9.26 2,313,143,472 74.07 520,457,281 16.67 3,122,743,687 100 |
|---|---|---|---|---|---|
The above scenario is for illustrative purpose only and is unlikely to occur.
As confirmed by Win Fung, on 25 November 2014 and 28 November 2014, Win Fung has entered into sub-underwriting agreements with three independent sub-underwriters to subunderwrite its underwriting obligations of up to 375,000,000 Rights Shares (under each of the extreme scenarios, which is for illustrative purpose only and is not likely to occur, that none of the Rights Shares is subscribed by the Qualifying Shareholders (as defined in the Rights Issue Prospectus), the public float of the Company upon completion of the Rights Issue will exceed 25% of the issued share capital of the Company) and it is expected that none of the sub-underwriters will become a substantial Shareholder if so required to take up its portion of the untaken Shares in full pursuant to its sub-underwriting obligations upon completion of the Rights Issue to ensure the public float requirements under Listing Rules will be complied. The three sub-underwriters consist of two individuals, namely Ms. Ho Siu Ping and Mr. Yang Zhijian and Elegant Mark Investment Limited, a company which is principally engaged in investments. Each of the subunderwriters shall be required to sub-underwrite up to 125,000,000 Rights Shares pursuant to the relevant sub-underwriting agreements. To the best of the knowledge, information and belief of the Directors having made all reasonable enquires, the above sub-underwriters and their ultimate beneficial owners and directors (where applicable) are Independent Third Parties.
– 12 –
LETTER FROM THE BOARD
Taking into account that the Refreshment of General Mandate (i) allows the Company to raise capital by allotment and issuance of new Shares before the next annual general meeting; (ii) provides an alternative to increase the amount of capital which may be raised under the Refreshment of General Mandate; and (iii) provides more flexibility and options of financing to the Group for further development of its business and other potential future investments when such opportunities arise. Furthermore, the fact that the shareholdings of all Shareholders will be diluted proportionately to their respective shareholdings upon any utilization of Issue Mandate, the Board considers that the potential dilution to the shareholdings of the existing public Shareholders is acceptable.
Recommendation
The Independent Board Committee has been established to advise the Independent Shareholders on whether the Refreshment of General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Group and the Shareholders as a whole. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard. The text of the letter from Gram Capital containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 24 of this circular and the text of the letter from the Independent Board Committee to the Independent Shareholders is set out on page 15 of this circular.
The Directors consider that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole. Accordingly the Directors recommend all Shareholders to vote in favour of the resolution to be proposed at the SGM.
Your attention is drawn to the letter from the Independent Board Committee set out in page 15 of this circular. Your attention is also drawn to the letter of advice from Gram Capital which sets out the recommendation in respect of the Refreshment of General Mandate and the principal factors and reasons considered by it in arriving at such recommendation.
– 13 –
LETTER FROM THE BOARD
SGM
A notice convening the SGM to be held at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Wednesday, 21 January 2015 at 10:00 a.m. is set out on pages 25 to 28 of this circular. A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the branch registrar of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as practicable but in any event not later than 48 hours before the time appointed for holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish.
Pursuant to Rule 13.36(4)(a) of the Listing Rules, any controlling Shareholders and their associates, or where there is no controlling Shareholder, the Directors (excluding independent nonexecutive Directors) and the chief executive of the Company and their respective associates shall abstain from voting in favour of the relevant resolution regarding the Refreshment of General Mandate to be proposed at the SGM. As at the Latest Practicable Date, there is no controlling Shareholder as defined under the Listing Rules and none of the Directors and the Company’s chief executive and their respective associates is interested in any Shares and is required to abstain from voting in favour of the resolution to approve the Refreshment of General Mandate. Therefore, no parties are required to abstain from voting in favour of the relevant resolution(s) at the SGM.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By Order of the Board of China Environmental Energy Investment Limited Chen Tong
Chairman
– 14 –
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
China Environmental Energy Investment Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 986)
2 January 2015
To the Independent Shareholders
Dear Sir or Madam,
REFRESHMENT OF GENERAL MANDATE
We refer to the circular of the Company dated 2 January 2015 (the “ Circular ”), of which this letter forms part. Terms as defined in the Circular shall have the same meanings when used herein unless the context otherwise requires.
We have been appointed to advise the Independent Shareholders in connection with the Refreshment of General Mandate. Gram Capital has been appointed to advise the Independent Board Committee and the Independent Shareholders in this respect.
We are of the view that the Refreshment of General Mandate, after taking into account solely the advice of Gram Capital and all the factors and reasons considered by Gram Capital as set out on pages 16 to 24 of the Circular, is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the resolution to approve the Refreshment of General Mandate.
Yours faithfully,
Mr. Tse Kwong Chan
Independent Board Committee Ms. Zhou Jue
Ms. Zhang Ruisi
Independent non-executive Directors
- For identification purposes only
– 15 –
LETTER FROM GRAM CAPITAL
Set out below is the text of a letter received from Gram Capital, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate for the purpose of inclusion in this circular.
Room 1209, 12/F. Nan Fung Tower 173 Des Voeux Road Central Hong Kong
2 January 2015
- To: The independent board committee and the independent shareholders of
China Environmental Energy Investment Limited
Dear Sirs,
REFRESHMENT OF GENERAL MANDATE
INTRODUCTION
We refer to our appointment as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate, details of which are set out in the letter from the Board (the “ Board Letter ”) contained in the circular dated 2 January 2015 issued by the Company to the Shareholders (the “ Circular ”), of which this letter forms part. Terms used in this letter shall have the same meanings as defined in the Circular unless the context requires otherwise.
As at the Latest Practicable Date, the Existing General Mandate which was granted to the Directors at the AGM of the Company held on 28 August 2014 has been fully utilised. Therefore, the Board proposes to seek approval of the Independent Shareholders for the Refreshment of General Mandate such that the Directors will be granted the authority to allot, issue and deal with new Shares not exceeding 20% of the total issued share capital of the Company as at the date of passing the relevant resolution at the SGM.
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LETTER FROM GRAM CAPITAL
Pursuant to Rule 13.36(4) of the Listing Rules, the granting of the Issue Mandate requires the approval of the Independent Shareholders at the SGM at which any of the controlling shareholders (as defined in the Listing Rules) of the Company and their associates or, where there is no controlling shareholder, the Directors (excluding the independent non-executive Directors), the chief executive of the Company and their respective associates are required to abstain from voting in favour of the resolution proposed for the approval of such grant, and under Rule 13.39 of the Listing Rules, any vote of the shareholders at a general meeting must be taken by way of poll. As at the Latest Practicable Date, there is no controlling Shareholder as defined under the Listing Rules and none of the Directors and the Company’s chief executive and their respective associates is interested in any Shares and is required to abstain from voting in favour of the resolution to approve the Refreshment of General Mandate. Therefore, no parties are required to abstain from voting in favour of the relevant resolution(s) at the SGM.
The Independent Board Committee comprising Mr. Tse Kwong Chan, Ms. Zhou Jue and Ms. Zhang Ruisi (all being independent non-executive Directors) has been established to advise the Independent Shareholders on the Refreshment of General Mandate. We, Gram Capital Limited, have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.
BASIS OF OUR OPINION
In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations as provided to us by the Directors. We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its advisers and/or the Directors, which have been provided to us. Our opinion is based on the Directors’ representation and confirmation that there are no undisclosed private agreements/arrangements or implied understanding with anyone concerning the Refreshment of General Mandate. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion in compliance with Rule 13.80 of the Listing Rules.
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LETTER FROM GRAM CAPITAL
The Directors have collectively and individually accepted full responsibility for the accuracy of the information contained in the Circular and have confirmed, having made all reasonable enquiries, which to the best of their knowledge and belief, that the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement in the Circular or the Circular misleading. We, as the Independent Financial Adviser, take no responsibility for the contents of any part of the Circular, save and except for this letter of advice.
We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent in-depth investigation into the business and affairs of the Company, its subsidiaries or associates, nor have we considered the taxation implication on the Group or the Shareholders as a result of the Refreshment of General Mandate. Our opinion is necessarily based on the financial, economic, market and other conditions in effect and the information made available to us as at the Latest Practicable Date. Shareholders should note that subsequent developments (including any material change in market and economic conditions) may affect and/or change our opinion and we have no obligation to update this opinion to take into account events occurring after the Latest Practicable Date or to update, revise or reaffirm our opinion. In addition, nothing contained in this letter should be construed as a recommendation to hold, sell or buy any Shares or any other securities of the Company.
Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, it is the responsibility of Gram Capital to ensure that such information has been correctly extracted from the relevant sources while we are not obligated to conduct any independent in-depth investigation into the accuracy and completeness of those information.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion in respect of the Refreshment of General Mandate, we have taken into consideration the following principal factors and reasons:
(1) Background of the Refreshment of General Mandate
The Group is principally engaged in the businesses of waste paper, scrap metal and consumable wastes recycling and online products sales, provision of web maintenance services and marketing services.
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LETTER FROM GRAM CAPITAL
At the AGM, the Shareholders approved, among other things, an ordinary resolution to grant to the Directors the Existing General Mandate to allot, issue and deal with up to 48,190,489 Shares (as adjusted by the Share Consolidation), representing 20% of the total nominal amount of the issued share capital of the Company as at the date of the AGM.
As disclosed in the Announcements, 48,190,489 new Shares (the “ Placing Shares ”) were issued under the Existing General Mandate. Since all of the Placing Shares were issued under the Existing General Mandate, the Existing General Mandate has been utilised as to 48,190,489 Shares, representing 100% of the Existing General Mandate.
(2) Reasons for the Refreshment of General Mandate
With reference to the Board Letter and the Rights Issue Prospectus, the Company intends to utilize the proceeds from the Rights Issue principally to settle all the short term liabilities (the “ Short Term Debts ”) as detailed in the Board Letter. Among the Short Term Debts, a borrowing from a financial institution has expired as at the Latest Practicable Date. Although the Company has informed the financial institution about the Company’s proposed fund raising exercises and requested the financial institution to wait for the Company to complete the proposed fund raising exercises such that the Company can repay the borrowings with the accrued interests in full, as at the Latest Practicable Date, there is no guarantee that the Rights Issue will become unconditional.
Even though the Share Placing was completed on 3 December 2014 and approximately HK$31.28 million was raised, it is still insufficient to settle the overdue loans with high finance costs in the event that the Rights Issue is not completed. Accordingly, the Board proposes the Refreshment of General Mandate, which provides the Company the necessary flexibility when considering fund raising options available in a timely manner.
As disclosed in the Rights Issue Prospectus, the Company entered into a memorandum of understanding on 15 August 2014 (as supplemented by a supplemental memorandum of understanding on 3 November 2014) (the “ MOU ”) in relation to the possible Acquisition. Under the MOU, the Company and the vendor shall sign a binding sale and purchase agreement in respect of the possible Acquisition within three months from the date of the supplemental memorandum of understanding or such later date as agreed in writing by the parties thereto, subject to further negotiations between the Company and the vendor and
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LETTER FROM GRAM CAPITAL
the results of the due diligence on the target group companies, the proposed consideration for the possible Acquisition and the method and timing of its payment or settlement are to be negotiated and agreed. Nonetheless, based on the preliminary discussions between the Company and the vendor, the proposed consideration for the possible Acquisition shall be not more than HK$760,000,000 and not less than 50% of the proposed consideration shall be paid in cash upon execution of the formal sale and purchase agreement. With reference to the Board Letter, as at the Latest Practicable Date, the Company is conducting due diligence on the target group companies and in negotiations with the vendor for the terms of the sale and purchase agreement, including the payment method of consideration. As the financial status of the Group is expected to be improved substantially (i.e. the outstanding liabilities of the Group will be reduced) after completion of the Share Placing and the Rights Issue, the Directors are confident that they can bargain for better terms for the Company, in particular the amount of consideration and the cash portion of the consideration. However, if the vendor insists that majority of the consideration to be settled in cash, the Company will seek for other financing options then available to the Group.
Even if the Rights Issue is completed and net proceeds of approximately HK$444.24 million is raised, these amounts are only sufficient to settle the Short Term Debts in full and are insufficient to finance the cash portion of the consideration for possible Acquisition. Given the lower than expected business performance of the existing businesses of the Group, the Company is in need for additional cash to carry out the possible Acquisition with the vendor such that the Company can diversify its business with better prospect.
As confirmed by the Directors, as at the Latest Practicable Date, save and except for the MOU, the Company has not entered or proposed to enter into any agreement, arrangement, understanding or undertaking, whether formal or informal and whether express or implied, and negotiation (whether concluded or not) with an intention to acquire any new assets/businesses/companies and/or to disposed of the existing businesses of the Group.
Given that equity financing under general mandates (i) is less time-consuming and costly than equity financing under specific mandates; (ii) does not incur interest obligations on the Group as compared with bank financing; and (iii) equips the Company with the ability to capture any capital raising or prospective investment opportunities in a timely manner, the Board proposes to refresh the Existing General Mandate for the Directors to allot, issue and deal with Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issue share capital of the Company as at date of the SGM. The Board considers that the Refreshment of General Mandate is necessary, fair and reasonable, and in the interests of the Company and the Shareholders as a whole.
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LETTER FROM GRAM CAPITAL
Given the foregoing, we are of the opinion that the Refreshment of General Mandate would provide the Company with the necessary flexibility to fulfil the imminent funding needs for future business development and/or investment decisions, including the proposed Acquisition. Accordingly, we are of the view that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.
(3) Fund raising activities in the past twelve months
Set out below are the fund raising activities conducted by the Company in the past twelve months prior to the Latest Practicable Date:
| Date of | Net proceeds | |||
|---|---|---|---|---|
| announcement | Event | (approximately) | Proposed use of proceeds | Actual use of proceeds |
| 20 November 2014 | The Rights Issue | HK$444.24 million | the repayment of Short Term | As at the Latest Practicable Date, the Right |
| Debts, the general working | Issue has not become unconditional. If | |||
| capital of the Group and/ | the Rights Issue become unconditional, | |||
| or for financing future | the proceeds from the Right Issue will be | |||
| investment opportunities | utilised as proposed | |||
| 20 November 2014 | Share Placing of | HK$31.28 million | the financing of any acquisition | (i) HK$20 million was used for repayment |
| and 27 November | 48,190,489 Shares | opportunities identified by | of Short Term Debts and accrued interests | |
| 2014 | the Company and/or the | partially; (ii) HK$1.2 million was used | ||
| repayment of Short Term | for the payment of relevant professional | |||
| Debts | expenses under the Rights Issue and the | |||
| Share Placing; and (iii) the balance of | ||||
| HK$10.08 million shall be utilised as | ||||
| proposed | ||||
| 27 May 2014 | Placing of | HK$18.73 million | the repayment of debts owed by | HK$12 million was used for repayment of |
| 180,000,000 | the Company, working capital | interest expenses due by the Company and | ||
| shares (before | of the Group and/or for | the balance of HK$6.73 million used for | ||
| the Share | financing future investment | working capital of the Group | ||
| Consolidation) | opportunities |
Save as and except for the above, the Company had not conducted any other fund raising activities in the past twelve months immediately prior to the Latest Practicable Date.
(4) Flexibility in financing
As advised by the Directors, the Group does not obviate the possibilities of further issuing capital should there be investor(s) indicating interest in the business of the Company in the future although there were no such investors as at the Latest Practicable Date. The Directors believe that the proposed grant of the Issue Mandate will maintain the Group’s financial flexibility necessary for the Group to (i) capture investment opportunities for potential acquisitions (including the proposed Acquisition) and other future investment
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LETTER FROM GRAM CAPITAL
and fund raising opportunities that may arise in a timely manner; (ii) provide the Company with the ability and flexibility to respond to the market in time; and (iii) avoid uncertainties which may be associated with a specific mandate. In addition to the purposes of providing the Group with financial flexibility and liquidity, the proposed grant of the Issue Mandate will also (i) avoid any undue delay caused by the granting of specific mandate if the Group wishes to carry out timely acquisitions; and (ii) strengthen the capital base and the shareholder base of the Group by way of issuing new Shares under the Issue Mandate. The Directors are therefore of the view that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole. As further advised by the Directors, the Group has no agreement, arrangement, understanding, intention or negotiation (concluded or otherwise) about any investments or to allot, issue and deal with securities for cash or as consideration in acquisitions under the Issue Mandate as at the Latest Practicable Date.
As discussed in the foregoing, we consider that the Refreshment of General Mandate would provide the Company with the necessary flexibility to fulfil any possible funding needs. The Refreshment of General Mandate would provide the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise. Furthermore, the additional amount of equity which may be raised after the Refreshment of General Mandate would provide the Group with more financing options when assessing and negotiating potential investments in a timely manner. Given the financial flexibility available to the Company as discussed above, we are of the opinion that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.
(5) Potential dilution to shareholding of the existing public Shareholders
As set out in details in the Rights Issue Prospectus, the Company proposed the Rights Issue on the basis of eight Rights Shares for every one Share held on 29 December 2014. The Rights Issue and the transactions contemplated thereunder were approved by the then independent Shareholders at the special general meeting of the Company on 18 December 2014. As 289,142,934 Shares were in issue on 29 December 2014, 2,313,143,472 Rights Shares is expected to be issued if the Rights Issue become unconditional on 15 January 2015.
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LETTER FROM GRAM CAPITAL
In the event that the Rights Issue does not become unconditional and on the basis that no further Share is issued and/or repurchased by the Company prior to the date of the SGM, the Company would be allowed under the Issue Mandate to allot and issue up to 57,828,586 new Shares subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate, being 20% of the Shares in issue as at the date of the SGM.
In the event that the Rights Issue becomes unconditional and on the basis that no further Share is issued and/or repurchased by the Company prior to the date of the SGM other than the issuance of 2,313,143,472 Rights Shares, the Company would be allowed under the Issue Mandate to allot and issue up to 520,457,281 new Shares subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate, being 20% of the Shares in issue as at the date of the SGM.
As illustrated by the shareholding tables set out under the section headed “Potential dilution to shareholding of the existing public Shareholders” of the Board Letter (the “ Shareholding Tables ”), the shareholdings of the existing public Shareholders would decrease from 100% as at the Latest Practicable Date to approximately 83.33% upon full utilisation of the Issue Mandate, assuming that either (a) the Rights Issue does not become unconditional and no Share is issued and/or repurchased by the Company prior to the date of the SGM; or (b) the Rights Issue becomes unconditional and all Qualifying Shareholders (as defined in the Rights Issue Prospectus) take up all the Rights Shares; and other than the Rights Shares, no Share is issued and/or repurchased by the Company prior to the date of the SGM. Such potential dilution to the shareholdings of the existing public Shareholders due to full utilisation of the Issue Mandate represents a dilution of approximately 16.67 percentage point.
On the other hand, as illustrated by the Shareholding Tables, the shareholding of the existing public Shareholders would decrease from 100% as at the Latest Practicable Date to approximately 11.11% after completion of the Rights Issue, assuming the Rights Issue becomes unconditional and Win Fung is called upon to subscribe in full the Rights Shares pursuant to its underwriting obligations. The shareholding of the existing public Shareholders would further decrease from approximately 11.11% to approximately 9.26% upon full utilisation of the Issue Mandate, assuming that other than the Rights Shares, no Share is issued and/or repurchased by the Company prior to the date of the SGM. Such potential dilution to the shareholdings of the existing public Shareholders due to full utilisation of the Issue Mandate represents a dilution of approximately 1.85 percentage point.
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LETTER FROM GRAM CAPITAL
Taking into account that the Refreshment of General Mandate (i) would provide an alternative to increase the amount of capital which may be raised under the Issue Mandate; (ii) would provide more options of financing to the Group for possible funding needs; and (iii) the shareholding interests of all the Shareholders in the Company will be diluted in proportion to their respective shareholdings upon any utilisation of the Issue Mandate, we are of the opinion that the potential dilution to the shareholdings of the existing public Shareholders as just mentioned is acceptable.
RECOMMENDATION
Having taken into consideration the factors and reasons as stated above, we are of the opinion that the Refreshment of General Mandate is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the SGM to approve the Refreshment of General Mandate and we recommend the Independent Shareholders to vote in favour of the ordinary resolution in this regard.
Yours faithfully, For and on behalf of Gram Capital Limited Graham Lam Managing Director
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NOTICE OF SPECIAL GENERAL MEETING
China Environmental Energy Investment Limited
(Incorporated in Bermuda with limited liability)
(Stock Code: 986)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT a special general meeting (“ SGM ”) of China Environmental Energy Investment Limited (the “ Company ”) will be held on Wednesday, 21 January 2015 at 10:00 a.m. at Falcon Room I, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions of the Company:
ORDINARY RESOLUTION
-
“ THAT
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(a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and all other applicable laws, the exercise by the Directors of the Company (the “ Directors ”) during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with the unissued shares in the share capital of the Company (the “ Shares ”), and to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
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(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, notes and other securities which carry rights to subscribe for or are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
- For identification purposes only
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NOTICE OF SPECIAL GENERAL MEETING
-
(c) the aggregate nominal amount of share capital of the Company allotted and issued or agreed conditionally or unconditionally to be allotted and issued (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
-
(i) a Rights Issue (as hereinafter defined in paragraph (d) below);
-
(ii) the exercise of options granted under the share option scheme or similar arrangement for the time being adopted by the Company from time to time;
-
(iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Bye-laws of the Company and other relevant regulations in force from time to time; or
-
(iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares;
shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and
- (d) for the purposes of this resolution:
“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:
-
(i) the conclusion of the next annual general meeting of the Company;
-
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws of the Company or any applicable law to be held; or
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(iii) the date upon which the authority set out in this resolution revoked or varied by way of ordinary resolution of the Company in general meeting; and
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NOTICE OF SPECIAL GENERAL MEETING
“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to holders of shares on the register on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).”
By Order of the Board of China Environmental Energy Investment Limited Chen Tong Chairman
Hong Kong, 2 January 2015
Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda
Principal place of business in Hong Kong: Room 2211, 22/F Lippo Centre, Tower Two 89 Queensway Hong Kong
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NOTICE OF SPECIAL GENERAL MEETING
Notes:
-
Any shareholder of the Company (the “ Shareholder(s) ”) entitled to attend and vote at the SGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy needs not be a Shareholder. A Shareholder who is holding two or more shares of the Company is entitled to appoint more than one proxy to attend and vote in his stead. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
-
The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.
-
Delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.
-
Where there are joint Shareholders, any one of such joint Shareholders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint Shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint Shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Shareholders of the Company in respect of the joint holding.
-
The form of proxy and (if required by the board of directors) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof at which the person named in the form of proxy proposes to vote or, in the case of a poll taken subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.
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As at the date of this notice, the board of Directors comprises four executive Directors, namely Ms. Chen Tong (Chairman), Ms. Chan Ching Ho, Kitty, Mr. Xiang Liang and Ms. Li Lin; two non-executive Directors, namely Ms. Yao Zhengwei and Mr. Wang Zhenghua; and three independent non-executive Directors, namely Mr. Tse Kwong Chan, Ms. Zhou Jue and Ms. Zhang Ruisi.
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