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Rego Interactive Co., Ltd Declaration of Voting Results & Voting Rights Announcements 2007

Dec 27, 2007

50588_rns_2007-12-27_adcfd95c-345e-4c8f-af53-859acac226a1.pdf

Declaration of Voting Results & Voting Rights Announcements

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

(Stock Code: 1065)

ANNOUNCEMENT ON THE RESOLUTIONS PASSED AT THE 2007 FIRST EXTRAORDINARY GENERAL MEETING

Important Notice:

  • No proposal was rejected or amended at this meeting; and

  • No additional proposal was submitted for voting at this meeting.

  1. Convening and attendance of the EGM:

The 2007 First Extraordinary General Meeting (“ EGM ”) of Tianjin Capital Environmental Protection Company Limited (the “ Company ”) was held at 10:30a.m. on 27 December 2007 at the conference room of the Company on 5th Floor, 76 Weijin South Road, Nankai District, Tianjin. A total of 3 shareholders and their proxies holding 794,880,254 shares, representing 55.69% of the total number of issued shares with voting rights of the Company attended the EGM. Among them, 2 shareholders were domestic shareholders and their proxies holding 774,989,245 shares, representing 54.30% of the total number of issued shares with voting rights of the Company, while 1 shareholder was shareholder of H shares and its proxy holding 19,891,009 shares, represening 1.39% of the total number of issued shares with voting rights of the Company. The procedures for conventing this EGM were in compliance with the requirements of the Company Law of the People’s Republic of China (the “ PRC ”) and the Articles of Association of the Company. The EGM was presided by Mr. GU Qifeng, the Vice-Chairman. Certain Directors, Supervisors and Senior Management attended the EGM. Solicitors and Auditors of the Company also attended the EGM.

As at the date of the EGM, the total number of issued shares of the Company entitling the holders to attend and vote for or against the ordinary and special resolutions at the EGM is 1,427,228,430 shares. There are no shares of the Company entitling the holder to attend and vote only against the ordinary and special resolutions at the EGM.

— 1 —

Ms. Wang Yanmin, Auditor of the Company, Mr. Duan Wei and Ms. Zhang Xia, the shareholder representatives and Mr. Xu Zhiyong, the Supervisor of the Company, were appointed as the scrutineers for the vote-taking of the poll of the EGM.

2. Resolutions considered:

Ordinary resolutions considered and passed at the EGM were as follows:

  1. To consider and approve the resolution regarding the establishment of the Nomination Committee under the Board of Directors.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  1. To consider and approve the resolution regarding the establishment of the Strategic Committee under the Board of Directors.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 2 —

  1. To consider and approve the resolution regarding the formulation of the “Implementation Rules of the Nomination Committee under the Board of Directors”.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  1. To consider and approve the resolution regarding the formulation of the “Implementation Rules of the Strategic Committee under the Board of Directors”.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 3 —

Special Resolutions considered and passed at the EGM were as follows:

  1. To consider and approve the resolution regarding the amendments to the “Articles of Association” of the Company.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  1. To consider and approve the resolution regarding the amendments to the “Rules of Procedure of the Board of Directors of the Company”.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 4 —

  1. To consider and approve the resolution regarding the amendments to the “Rules of Procedure of the Supervisory Committee of the Company”.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  1. To consider and approve the resolution regarding the amendments to the “Rules of Procedure of the Shareholders’ meetings of the Company”.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 5 —

  1. To consider and approve the resolution regarding the issuance of corporate bonds of not exceeding RMB1.1billion.

    • (1) Size of issue

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  • (2) Placing arrangements of shareholders of the Company.

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 6 —

(3) Bonds maturity

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

(4) Use of proceeds

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 7 —

  • (5) Validity of the resolution

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

  • (6) Other authorisation to the Board of Directors

794,880,254 shares in favour, representing 100% of the total number of shares with voting rights held by shareholders who attended this meeting;

0 share in objection, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

0 share in abstention, representing 0% of the total number of shares with voting right held by shareholders who attended this meeting;

774,989,245 domestic shares in favour, 0 domestic share in objection, 0 domestic share in abstention;

19,891,009 H shares in favour, 0 H share in objection, 0 H share in abstention.

— 8 —

  1. Legal opinions of Lawyers of the Company:

    1. Name of law firm: Beijing Jun He Law Offices

    2. Withness lawyers: Ye Junli and Zhou Fang, Solicitors

    3. Summarised opinion: Procedures for the convening and holding of the Company’s EGM, qualifications of the persons attending the EGM and the convenor of the EGM, and the procedures for voting were in compliance with the laws and regulations and the relevant requirements under the Articles of Association of the Company, and all resolutions thereby passed at the EGM are legally valid.

  2. Documents available for inspection:

    1. Resolutions of the EGM of the Company;

    2. Legal opinion in respect of the EGM issued by Beijing Jun He Law Offices.

By order of the Board Ma Baiyu Chairman

Tianjin, the PRC 27th December 2007

As at the date of this announcement, the Board comprises executive Directors: Ms. Ma Baiyu, Mr. An Pindong, Mr. Gu Qifeng, Mr. Wang Zhanying, Mr. Tan Zhaofu and Ms. Fu Yana, and independent non-executive Directors: Mr. Wang Xiangfei, Mr. Gao Zongze and Mr. Ko Poming.

— 9 —