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Dynagreen Environmental Protection Group Co., Ltd. — Proxy Solicitation & Information Statement 2021
Oct 25, 2021
49855_rns_2021-10-25_63b4372a-ff36-467d-a083-91f8c8ac001b.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.
綠色動力環保集團股份有限公司
Dynagreen Environmental Protection Group Co., Ltd.*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock Code: 1330)
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING FOR THE YEAR 2021
NOTICE IS HEREBY GIVEN that the second extraordinary general meeting for the year 2021 (the “ EGM ”) of Dynagreen Environmental Protection Group Co., Ltd. (the “ Company ”) will be held at the Meeting Hall of the Company, 2/F, Jiuzhou Electronic Building, Keji South 12th Street, Nanshan District, Shenzhen, Guangdong, the PRC on Wednesday, 10 November 2021 at 2:00 p.m. for the purposes of considering and, if deemed appropriate, approving the following resolutions. In this notice, unless the context otherwise requires, capitalized terms used herein shall have the same meanings as defined in the Company’s circular (the “ Circular* ”) dated 25 October 2021.
RESOLUTIONS TO BE CONSIDERED AND APPROVED AT THE EGM
As Ordinary Resolutions:
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(1) to consider and approve appointment of Directors;
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(a) to consider and approve the appointment of Mr. QIAO Dewei as an executive Director of the Company
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(b) to consider and approve the appointment of Ms. ZHONG Xia as an executive Director of the Company
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(c) to consider and approve the appointment of Mr. HU Shengyong as an executive Director of the Company
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(d) to consider and approve the appointment of Mr. LIU Shuguang as a non-executive Director of the Company
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(e) to consider and approve the appointment of Mr. CHENG Suning as a non-executive Director of the Company
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(f) to consider and approve the appointment of Mr. LI Lei as a non-executive Director of the Company
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(g) to consider and approve the appointment of Ms. FU Jie as an independent non-executive Director of the Company
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(h) to consider and approve the appointment of Mr. XIE Lanjun as an independent non-executive Director of the Company
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(i) to consider and approve the appointment of Mr. ZHOU Beihai as an independent non-executive Director of the Company
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(2) to consider and approve appointment of Supervisors;
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(a) to consider and approve the appointment of Mr. LUO Zhaoguo as a Shareholder representative Supervisor of the Company
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(b) to consider and approve the appointment of Ms. YU Lijun as a Shareholder representative Supervisor of the Company
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(3) to consider and approve the provision of guarantees in respect of the loan swap of Tianjin Dynagreen Environmental Energy Co., Ltd. by the Company.
Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (www.dynagreen.com.cn).
By order of the Board Dynagreen Environmental Protection Group Co., Ltd.* Qiao Dewei Chairman
Shenzhen, the PRC 25 October 2021
As at the date of this notice, the executive Directors of the Company are Mr. Qiao Dewei, Ms. Zhong Xia and Mr. Hu Shengyong; the non-executive Directors of the Company are Mr. Liu Shuguang, Mr. Cheng Suning and Mr. Zhang Zhenhai; and the independent non-executive Directors of the Company are Mr. Ou Yuezhou, Ms. Fu Jie and Mr. Xie Lanjun.
* For identification purposes only
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Notes:
ATTENDEE OF THE EGM
1. Eligibility for attending the EGM
In order to determine the list of H Shareholders who are entitled to attend and vote at the EGM, holders of H Shares shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong before 4:30 p.m. (Hong Kong time) on Thursday, 4 November 2021, being the last share registration date.
The Shareholders whose names appear on the register of members of the Company on Thursday, 4 November 2021 after close of business are entitled to attend and vote at the EGM.
2. Proxy
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(a) A member eligible to attend and vote at the EGM is entitled to appoint, in written form, one or more proxies to attend and vote on its behalf. Shareholders are entitled to appoint one or more proxies to attend the EGM, but only one of the proxies can be designated to vote at the EGM. A proxy need not be a shareholder of the Company.
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(b) A proxy should be appointed by a written instrument signed by the appointer or its attorney duly authorized in writing. If the form of proxy is signed by the attorney of the appointer, the power of attorney authorizing that attorney to sign or the authorization document(s) must be notarized. If the Shareholder is a legal person, such instrument must be executed either under its seal or signed by its director or duly authorized representative.
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(c) To be valid, the power of attorney or other authorization document(s) which have been notarized together with the completed form of proxy must be delivered to the H Share Registrar of the Company, Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for the EGM (i.e. not later than Tuesday, 9 November 2021 at 2:00 p.m. (Hong Kong time) for EGM) or the adjourned meeting (as the case may be) (for the H Shareholders of the Company). Completion and return of the proxy form will not preclude the Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish.
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(d) A Shareholder or his/her/its proxy may exercise the right to vote by poll. The Shareholders shall have one vote for each share that he/she/it holds. On a poll taken at the meeting, the Shareholders (including proxies) entitled to two or more votes are not required to cast all their votes for or against a resolution or to abstain from voting on a resolution by not casting any of their votes.
3. Registration procedures for attending the EGM
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(a) A Shareholder shall produce proof of identity and supporting documents in respect of the shares of the Company held when attending the meeting. If a Shareholder is a legal person, its legal representative or other persons authorized by the board of directors or other governing body of such Shareholder may attend the EGM by producing a copy of the resolution of the board of directors or other governing body of such Shareholder appointing such persons to attend the meeting. Proxies shall produce their identity documents and the proxy form signed by the Shareholders or their attorney when attending the EGM.
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(b) Holders of H Shares intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Sunday, 31 October 2021.
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(c) A Shareholder may send the above reply slip to Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong in person, by post or by fax.
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4. Miscellaneous
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(a) The EGM will not last for more than half a day. The Shareholders who attend the EGM in person or by proxy shall bear their own travelling and accommodation expenses.
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(b) The H Share Registrar of the Company is Tricor Investor Services Limited at address Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
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(c) The registered office of the Company is at:
2nd Floor, Jiuzhou Electronic Building, Keji South 12th Street, Nanshan District, Shenzhen, the PRC Post Code: 518057 Telephone No.: (+86) 755 3363 1280 Facsimile No.: (+86) 755 3363 1220
- (d) References to time and dates in this notice are to Hong Kong time and dates.
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