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Rego Interactive Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2012
Jul 13, 2012
50588_rns_2012-07-13_d6186f24-f781-48ff-89aa-9904bec534a0.pdf
Declaration of Voting Results & Voting Rights Announcements
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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(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 2012 FIRST EXTRAORDINARY GENERAL MEETING
1. Convening and attendance of the meeting:
The 2012 First Extraordinary General Meeting (the “ EGM ”) of Tianjin Capital Environmental Protection Group Company Limited (the “ Company ”) was held at 10:00 a.m. on 13 July 2012 at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”). A total of 2 shareholders and their proxies holding 753,342,325 shares, representing 52.78% of the total number of shares with voting rights of the Company, attended the EGM. Among them, 1 shareholder was shareholder of A shares and its proxies holding 736,499,791 shares, representing 51.60% of the total number of shares with voting rights of the Company, while 1 shareholder was shareholder of H shares and its proxy holding 16,842,534 shares, representing 1.18% of the total number of shares with voting rights of the Company. The procedures for convening the EGM and voting were in compliance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. Mr. Zhang Wenhui, the Chairman of the Company, presided at the EGM. The Company has 9 directors (the “ Directors ”) and all of them have attended the EGM. The executive Directors, Mr. Zhang Wenhui and Mr. Lin Wenbo, and the executive Director and Secretary to the Board, Ms. Fu Yana, have attended the EGM in person. The executive Director, Ms. Zhong Huifang, the non-executive Directors, Ms. Chen Yinxing and Mr. An Pindong, and the independent non-executive Directors, Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen, have attended the EGM via telephone. The
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Company has 6 supervisors and three of them have attended the EGM. The supervisors, Mr. Zhang Mingqi, Mr. Nie Youzhuang and Ms. Wu Baolan, have attended the EGM in person. The supervisors, Ms. Qi Lipin, Mr. Li Yang and Ms. Wang Yanmin, have not attended the EGM due to business engagement. Certain senior management, lawyers and internal auditors of the Company have 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 resolutions at the EGM is 1,427,228,430 shares.
Ms. Niu Jing, the internal auditor of the Company, Ms. Bai Lu and Mr. Zhang Wenhui, the shareholder representatives, and Ms. Wu Baolan, the supervisor of the Company, were appointed as the scrutineers for the vote-taking of the poll of the EGM.
- Resolutions considered:
Ordinary resolutions considered and passed at the EGM were as follows:
Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 24 May 2012.
- The Sewage Water Treatment Plant Relocation Agreement, and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed.
753,342,325 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 rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
16,842,534 H shares in favour, 0 H share in objection, 0 H share in abstention.
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- The Water Recycling Plant Relocation Agreement, and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed.
753,342,325 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 rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
16,842,534 H shares in favour, 0 H share in objection, 0 H share in abstention.
- The Sewage Water Treatment Plant Compensation Agreement, and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed.
753,342,325 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 rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
16,842,534 H shares in favour, 0 H share in objection, 0 H share in abstention.
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- The Water Recycling Plant Compensation Agreement, and the terms and conditions thereof and the transactions contemplated thereunder and the implementation thereof be and are hereby approved and confirmed.
753,342,325 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 rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
16,842,534 H shares in favour, 0 H share in objection, 0 H share in abstention.
- Any one of the Directors be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Agreements, and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Agreements they may in their discretion consider to be desirable and in the interests of the Company and all the Directors’ acts as aforesaid be hereby approved, ratified and confirmed.
753,342,325 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 rights held by shareholders who attended this meeting;
0 share in abstention, representing 0% of the total number of shares with voting rights held by shareholders who attended this meeting.
736,499,791 A shares in favour, 0 A share in objection, 0 A share in abstention;
16,842,534 H shares in favour, 0 H share in objection, 0 H share in abstention.
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Legal opinions issued by the Lawyers:
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Name of law firm: Beijing Jun He Law Offices
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Witness lawyers: Li Xuan and Xiao Yi, Solicitors
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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.
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Documents available for inspection:
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Resolutions of the 2012 First Extraordinary General Meeting of the Company;
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Legal opinion in respect of the 2012 First Extraordinary General Meeting of the Company issued by Beijing Jun He Law Offices.
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By order of the Board Zhang Wenhui Chairman
Tianjin, the PRC 13 July 2012
As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Wenhui, Mr. Lin Wenbo, Ms. Fu Yana and Ms. Zhong Huifang; two non-executive Directors: Mr. An Pindong and Ms. Chen Yinxing; and three independent non-executive Directors: Mr. Xie Rong, Mr. Di Xiaofeng and Ms. Lee Kit Ying, Karen.
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