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Dynagreen Environmental Protection Group Co., Ltd. Proxy Solicitation & Information Statement 2025
49855_rns_2025-04-16_539df815-4648-4514-85ee-d3de4a3fe552.pdf
Proxy Solicitation & Information Statement
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THE 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 to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Dynagreen Environmental Protection Group Co., Ltd.*, you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was affected 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.
綠色動力
DYNAGREEN
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)
(1) PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES
(2) PROPOSED APPLICATION FOR REGISTRATION AND
ISSUANCE OF MID-TERM NOTES
(3) PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR
AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
A letter from the Board is set out on pages 3 to 5 of this circular.
The Company will convene the EGM at 2:00 p.m. on Friday, May 9, 2025 at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC. The notice is set out on this circular.
If you intend to attend the EGM, please complete and return the enclosed reply slip in accordance with the instructions printed thereon as soon as possible and in any event on or before Tuesday, April 29, 2025.
Shareholders who intend to appoint a proxy to attend the EGM shall complete and return the proxy form for use at the EGM in accordance with the instructions printed thereon. The proxy form must be signed by you or your attorney duly authorised in writing or, in case of a legal person, must either be executed under its seal or under the hand of its director or other attorney duly authorised to sign the same. If the proxy form is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorisation, must be notarially certified.
Whether or not you are able to attend the EGM in person, please complete and return the enclosed proxy form in accordance with the instructions as soon as possible and in any event not less than 24 hours before the time appointed for the EGM (i.e., not later than Thursday, May 8, 2025 at 2:00 p.m. (Hong Kong time) for the EGM) or the adjourned meeting (as the case may be) to Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) (for H Shareholders). Completion and delivery of the proxy form shall not preclude you from attending and voting in person at the EGM or any adjournment thereof, and in such event, the proxy shall be deemed to be revoked.
In the case of joint holders of shares of the Company, only the holder whose name stands first in the register of members of the Company shall alone be entitled to vote at the EGM, either in person or by proxy in respect of such shares.
- For identification purposes only
April 16, 2025
CONTENTS
Page
Definitions 1
Letter from the Board 3
Appendix I — Resolution on Proposed Provision of Guarantees to Subsidiaries I-1
Appendix II — Resolution on Proposed Application for Registration and Issuance of Mid-term Notes II-1
Appendix III — Biographical Details of Proposed Executive Director ... III-1
Notice of the Extraordinary General Meeting . EGM-1
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings.
"A Share(s)"
ordinary shares of the Company with nominal value of RMB1.00 each and listed on the Shanghai Stock Exchange and traded in RMB
"Articles of Association"
the Articles of Association of the Company (as amended from time to time)
"Board"
the board of Directors of the Company
"Company"
Dynagreen Environmental Protection Group Co., Ltd.* (綠色動力環保集團股份有限公司), a joint stock limited liability company incorporated under the laws of the PRC on 23 April 2012, the H shares of which are listed on the Main Board of Hong Kong Stock Exchange (Stock Code: 1330) and the A shares of which are listed on the Shanghai Stock Exchange (Stock Code: 601330)
"Director(s)"
the director(s) of the Company
"Extraordinary General Meeting" or "EGM"
the first extraordinary general meeting of the Company for the year 2025 to be convened and held on Friday, May 9, 2025
"Group", "us" or "we"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign invested ordinary share(s) of the Company, with a nominal value of RMB1.00 each, listed on the Main Board of the Hong Kong Stock Exchange
"H Shareholder(s)"
holder(s) of H Share(s)
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Hong Kong Listing Rules"
the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time
"Hong Kong Stock Exchange"
The Stock Exchange of Hong Kong Limited
- 1 -
- 2 -
DEFINITIONS
"Latest Practicable Date"
April 14, 2025, being the latest practicable date prior to the publication of this circular for the purpose of ascertaining certain information for inclusion in this circular
"PRC"
the People's Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan
"Remuneration and Appraisal Committee"
the remuneration and appraisal committee of the Board of the Company
"RMB"
Renminbi, the lawful currency of the PRC
"Share(s)"
ordinary share(s) in the share capital of the Company, with a nominal value of RMB1.00 each, including both A Share(s) and H Share(s)
"Shareholder(s)"
holder(s) of the Shares
"%"
per cent
LETTER FROM THE BOARD
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)
Executive Director:
Mr. HU Shengyong
Non-executive Directors:
Mr. ZHAO Zhixiong
Mr. HU Tianhe
Mr. YAN Chunxu
Independent non-executive Directors:
Ms. OUYANG Jiejiao
Mr. ZHENG Zhiming
Mr. ZHOU Beihai
April 16, 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES
(2) PROPOSED APPLICATION FOR REGISTRATION AND ISSUANCE OF MID-TERM NOTES
(3) PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2025
I. INTRODUCTION
The purpose of this circular is to provide you with the notice of the EGM, and all the information which is necessary to enable you to make an informed decision on whether to vote for or against the proposed resolutions at the EGM.
II. PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES
Pursuant to article 68 of the Articles of Association and rule 15 of the Rules Governing the Provision of Guarantees to External Parties, any guarantee to external
- For identification purposes only
LETTER FROM THE BOARD
parties provided by the Company and the subsidiaries of the Company that in aggregate amounts to or exceeds 50% of the latest audited net assets shall be subject to approval by the Shareholders at general meeting of the Company. This resolution has been considered and approved by the Board.
An ordinary resolution will be proposed at the EGM to consider and approve the provision of guarantees to subsidiaries by the Company, details of which are set out in Appendix I to this circular.
III. PROPOSED APPLICATION FOR REGISTRATION AND ISSUANCE OF MID-TERM NOTES
In order to adjust and optimize the Company's debt structure, explore new financing channels and reduce finance costs, the Company proposes to apply to the National Association of Financial Market Institutional Investors for registration and issuance of mid-term notes in the amount of RMB1,000 million. This resolution has been considered and approved by the Board.
An ordinary resolution will be proposed at the EGM to consider and approve the application for registration and issuance of mid-term notes by the Company, details of which are set out in Appendix II to this circular.
IV. PROPOSED ELECTION OF AN EXECUTIVE DIRECTOR
The Board has approved the proposed election of Mr. Cheng Suning as the executive Director. According to the Articles of Association, the proposed election of a Director is subject to the approval of the Shareholders. The proposal is hereby proposed to the EGM as an ordinary resolution for consideration. Details of biographical details of Mr. Cheng Suning are set out in Appendix III to this circular.
V. RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. 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.
VI. RECOMMENDATION
The Directors, including the independent non-executive Directors, consider that the proposed provision of guarantees to subsidiaries, proposed application for registration and issuance of mid-term notes and proposed election of an executive Director are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions to be proposed at the EGM.
LETTER FROM THE BOARD
VII. ARRANGEMENTS FOR THE EGM
The Company will convene the EGM at 2:00 p.m. on Friday, May 9, 2025 at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC. A notice convening the EGM is set out on pages EGM-1 to EGM-3 of this circular.
Pursuant to the Hong Kong Listing Rules, any vote of the Shareholders at the EGM must be taken by poll. The poll results will be published by the Company after the EGM in the manner prescribed under the Hong Kong Listing Rules.
In order to determine the list of H Shareholders who are entitled to attend the EGM, the Company's register of members will be closed from Saturday, May 3, 2025 to Friday, May 9, 2025, both days inclusive, during which period no transfer of Shares will be effected. H Shareholders whose names appear on the Company's register of members on Friday, May 2, 2025 after close of business are entitled to attend the EGM. In order to attend and vote at the EGM, H Shareholders whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the Company's H Share Registrar, Tricor Investor Services Limited at or before 4:30 p.m. on Friday, May 2, 2025. The address of the H Share Registrar is 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong.
Form of proxy for use at the EGM is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Stock Exchange (www.hkexnews.hk) and the Company (www.dynagreen.com.cn). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's H Share Registrar, Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) (for H Shareholders) not less than 24 hours before the time appointed for the EGM (i.e., not later than Thursday, May 8, 2025 at 2:00 p.m. (Hong Kong time) for the EGM) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish, and in such event, the proxy shall be deemed to be revoked.
By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd.*
Zhu Shuguang
Joint Company Secretary
- For identification purposes only
APPENDIX I
RESOLUTION ON PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES
In order to better meet the capital needs of the Company's development and improve the credit ratings of subsidiaries, the Company proposes to provide joint-liability guarantees for its wholly-owned subsidiary Beijing Dynagreen Environment Co., Ltd. to apply to financial institutions for composite banking credit facilities in the amount of no more than RMB100 million in 2025, for a term not exceeding three years.
In order to reduce finance costs of the Company and improve the credit ratings of subsidiaries, in 2025, the Company proposes to provide joint-liability guarantee for the fixed assets loan of an aggregate amount of no more than RMB2,280.00 million of its wholly-owned subsidiaries, namely Bobai Dynagreen Renewable Energy Co., Ltd., Dengfeng Dynagreen Renewable Energy Co., Ltd., Guizhou Jinsha Green Energy Co., Ltd., Enshi Green Power Renewable Energy Co., Ltd., Wenzhou Dynagreen Environmental Energy Co., Ltd., Zhaoqing Boneng Renewable Energy Power Generation Co., Ltd. and Huludao Dynagreen Environment Co., Ltd., and provide joint-liability guarantee for the fixed assets loan of an aggregate amount of no more than RMB500.00 million for Haining Dynagreen Haiyun Environmental Protection Energy Co., Ltd., a controlling subsidiary of the Company, based on the proportion of shareholding (60%). The above fixed assets loans will be used to swap the original loans and repay borrowings from related parties, for a term not exceeding 15 years, and the date of guarantee is the date on which the guarantee contract will be signed.
The guarantee amount shall be valid within one year from the date of consideration and approval at the general meeting. Within the abovementioned amount, upon approval by the Board, the Company may internally adjust and use the estimated guarantee amount among subsidiaries (including subsidiaries which are newly established or included in the consolidated statements) according to the actual situation. When the adjustment occurs, the subsidiaries with an asset-liability ratio of over 70% can only obtain guarantee amount from subsidiaries with an asset-liability ratio of over 70% at the time of consideration at the general meeting.
The name of the guaranteed companies and the estimated specific amount of guarantees are as follows:
| No. | Guaranteed company | Guarantee amount | Term | Guarantee method | Remark |
|---|---|---|---|---|---|
| 1 | Beijing Dynagreen Environment Co., Ltd. | RMB100.00 million | Not more than 3 years | Joint-liability guarantee | Comprehensive credit lines |
| 2 | Bobai Dynagreen Renewable Energy Co., Ltd. | RMB160.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 3 | Dengfeng Dynagreen Renewable Energy Co., Ltd. | RMB360.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
APPENDIX I
RESOLUTION ON PROPOSED PROVISION OF GUARANTEES TO SUBSIDIARIES
| No. | Guaranteed company | Guarantee amount | Term | Guarantee method | Remark |
|---|---|---|---|---|---|
| 4 | Guizhou Jinsha Green Energy Co., Ltd. | RMB380.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 5 | Enshi Green Power Renewable Energy Co., Ltd. | RMB320.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 6 | Wenzhou Dynagreen Environmental Energy Co., Ltd. | RMB200.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 7 | Zhaoqing Boneng Renewable Energy Power Generation Co., Ltd. | RMB360.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 8 | Huludao Dynagreen Environment Co., Ltd. | RMB500.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 9 | Haining Dynagreen Haiyun Environmental Protection Energy Co., Ltd. | RMB300.00 million | Not more than 15 years | Joint-liability guarantee | Fixed assets loan |
| 10 | Total | RMB2,680.00 million |
- I-2 -
APPENDIX II
RESOLUTION ON PROPOSED APPLICATION FOR REGISTRATION AND ISSUANCE OF MID-TERM NOTES
In order to adjust and optimize the Company's debt structure, explore new financing channels and reduce finance costs, the Company proposed to apply for registration and issuance of medium-term notes in an amount of RMB1,000 million from the National Association of Financial Market Institutional Investors, the details of which are set out as follows:
I. PLAN FOR THE ISSUANCE
-
Size of issuance: the proposed amount of registration and issuance is RMB1,000 million, and the specific issuance size shall be subject to the registration amount as approved by the National Association of Financial Market Institutional Investors.
-
Term of issuance: the term of the medium-term notes under the proposed registration and issuance shall not exceed 10 years (including 10 years) and the specific term of issuance shall be determined based on the Company's capital needs and market conditions.
-
Rate of issuance: the composite cost is not more than 1-year LPR and will be ultimately determined through book-building based on the interest rate level in the market during issuance.
-
Use of proceeds: the proceeds will be mainly used to supplement the Company's working capital, repay maturing debts and for other business activities in line with national laws, regulations and policies.
-
Way of issuance: within the validity period of registration with the National Association of Financial Market Institutional Investors, the Company will choose the opportunity to conduct the issuance in a one-off way or in tranches according to the actual capital needs of the Company and the issuance market conditions.
-
Target of issuance: qualified institutional investors in the inter-bank bond market of the PRC (excluding those in respect of which subscription is prohibited under PRC laws and regulations).
-
Validity period of the resolution: it is continuously valid after consideration and approval at the general meeting of the Company and within the validity period of registration and duration of the medium-term notes.
II. AUTHORIZATION MATTERS
In order to effectively complete the work related to the issuance of medium-term notes, the Board of the Company proposes to the general meeting to approve the Board to authorize the Company's management to be fully responsible for handling matters related to the registration and issuance of medium-term notes according to the Company's actual capital needs, business conditions and market conditions, including but not limited to determination of the issuance and amendments and adjustments to the amount, term and interest rate of issuance of the medium-term notes to the extent as prescribed by the above-mentioned provisions, and sign the necessary legal documents and agreements.
- II-1 -
APPENDIX III
BIOGRAPHICAL DETAILS OF PROPOSED EXECUTIVE DIRECTOR
Mr. Cheng Suning (成蘇寧), aged 40, has been the general manager of the Company since February 24, 2025 and was a Director of the Company from October 2018 to May 2023 and a member of the audit committee and the nomination committee of the Company from October 19, 2018 to May 24, 2023 and a member of the Remuneration and Appraisal Committee from March 30, 2021 to November 10, 2021. From April 2013 to April 2018, Mr. Cheng served as project director, project manager and senior project manager of the Urban Functions and Social Utilities Investment Department of Beijing State-owned Assets Management Co., Ltd.. From April 2018 to November 2020, Mr. Cheng was the deputy general manager of the Urban Functions and Social Utilities Investment Department of Beijing State-owned Assets Management Co. Ltd.. From November 2020 to February 2023, Mr. Cheng was the department manager of the Urban Functional Industry Investment Department (formerly known as the general manager of the Urban Functional and Social Utilities Investment Department) of Beijing State-owned Assets Management Co. Ltd.. From February 2023 to February 2025, Mr. Cheng was the department manager of the Financial Services Department (formerly known as the department manager of the Financial Industry Investment Department) of Beijing State-owned Assets Management Co. Ltd.. Since December 2023, Mr. Cheng has been a director of Bank of Beijing Limited (a company listed on the Shanghai Stock Exchange (stock code: 601169)).
Mr. Cheng graduated from the University of Illinois at Chicago with a master's degree in Business Administration specializing in finance.
Mr. Cheng, being a candidate for Director, will enter into a service contract with the Company to perform his duties as a Director of the fifth session of the Board of the Company after his nomination is approved at the EGM until the expiry of the term of office of the fifth session of the Board, and shall be eligible for re-election upon the expiry of his term of office. Mr. Cheng will not receive any remuneration or allowance from the Company for serving as a Director of the Company but only the remuneration of the general manager of the Company being RMB70,875 per month plus performance-related pay as may be determined by the Board with reference to the results of the Company and his performance, which is determined with reference to the industry remuneration levels as well as the Company's remuneration system and annual operating results.
Save as disclosed above, as of the Latest Practicable Date, Mr. Cheng has confirmed that he did not hold (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding his appointment; (iii) any other major appointments or professional qualifications; (iv) any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Mr. Cheng has further confirmed that, save as disclosed above, he does not have any relationship with any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Hong Kong Listing Rules) of the Company.
- III-1 -
APPENDIX III
BIOGRAPHICAL DETAILS OF PROPOSED EXECUTIVE DIRECTOR
Save as disclosed above, there are no other matters relating to the appointment of Mr. Cheng that need to be brought to the attention of the shareholders of the Company and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Hong Kong Listing Rules.
- III-2 -
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
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 FIRST EXTRAORDINARY GENERAL MEETING OF 2025
NOTICE IS HEREBY GIVEN that the first extraordinary general meeting of 2025 (the "EGM") of Dynagreen Environmental Protection Group Co., Ltd.* (the "Company") will be held at the 2nd Floor, Jiuzhou Electronic Building, No. 7 Keji South 12th Street, Nanshan District, Shenzhen, the PRC at 2:00 p.m. on Friday, May 9, 2025 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 April 16, 2025.
RESOLUTIONS TO BE CONSIDERED AT THE EGM
As Ordinary Resolutions:
- to consider and approve the proposed provision of guarantees to subsidiaries
- to consider and approve the proposed application for registration and issuance of mid-term notes
-
to consider and approve the proposed election of Mr. Cheng Suning as an executive Director
-
For identification purposes only
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
Details of the above resolutions proposed at the EGM are contained in the Circular, which is available on the website of Hong Kong Stock Exchange (www.hkexnews.hk) and the website of the Company (www.dynagreen.com.cn).
By Order of the Board
Dynagreen Environmental Protection Group Co., Ltd.*
Zhu Shuguang
Joint Company Secretary
Shenzhen, PRC
April 16, 2025
As of the date of this notice, the executive director of the Company is Mr. Hu Shengyong; the non-executive directors of the Company are Mr. Zhao Zhixiong, Mr. Hu Tianhe and Mr. Yan Chunxu; and the independent non-executive directors of the Company are Ms. Ouyang Jiejiao, Mr. Zheng Zhiming and Mr. Zhou Beihai.
Notes:
ATTENDEE OF THE EGM
- Eligibility for attending the EGM
For the purpose of determining the H Shareholders who are entitled to attend and vote at the EGM, the register of H Share members of the Company will be closed from Saturday, May 3, 2025 to Friday, May 9, 2025 (both days inclusive), during which period no transfer of H Shares will be registered. H Shareholders who intend to attend the EGM shall lodge their share certificates accompanied with the transfer documents to the H Share Registrar of the Company, Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) before 4:30 p.m. (Hong Kong time) on Friday, May 2, 2025, being the last share registration date, for registration.
The Shareholders whose names appear on the register of members of the Company on Friday, May 2, 2025 after close of business are entitled to attend and vote at the EGM.
- Proxy
(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.
(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.
-
For identification purposes only
-
EGM-2 -
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
(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 (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong), not less than 24 hours before the time appointed for the EGM (i.e., not later than Thursday, May 8, 2025 at 2:00 p.m. (Hong Kong time) for the EGM) or the adjourned meeting (as the case may be) (for the H Shareholder(s) of the Company). Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the EGM or any adjournment thereof should they so wish and in such event, the proxy shall be deemed to be revoked.
(d) A Shareholder or his proxy may exercise the right to vote by poll. The Shareholder shall have one vote for each share that he/she holds. On a poll taken at the meeting, 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.
- Registration procedures for attending the EGM
(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.
(b) H Shareholders intending to attend the EGM should return the reply slip for attending the EGM to the Company on or before Tuesday, April 29, 2025.
(c) A Shareholder may send the above reply slip to Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong) in person, by post or by fax.
- Miscellaneous
(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.
(b) The H Share Registrar of the Company is Tricor Investor Services Limited (address: 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong).
(c) The registered office of the Company is at:
2nd Floor, Jiuzhou Electronic Building,
No. 7 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.
(e) If the EGM is seriously affected by a typhoon or bad weather condition, the Company will post an announcement on the website of the Hong Kong Stock Exchange (www.hkexnews.hk) to notify Shareholders of the date, time and place of the rescheduled meeting. The meeting may still be held as scheduled during a typhoon or bad weather condition. Shareholders of the Company should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.
- EGM-3 -