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Shanghai Henlius Biotech, Inc. — Proxy Solicitation & Information Statement 2012
Jul 15, 2012
50763_rns_2012-07-15_2193f7de-0132-42b9-b6b6-1a4121511913.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
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.
This circular, for which the directors (“ Directors ”) of BYD Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited 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: (i) the information contained in this circular is accurate and complete in all material respects and not misleading; (ii) there are no other matters the omission of which would make any statement in this circular misleading; and (iii) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
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 licensed securities dealer, other licensed corporation, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or otherwise transferred all your shares in the Company, you should at once hand this circular and the accompanying form of revised proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, licensed corporation, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).
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比亞迪股份有限公司 BYD COMPANY LIMITED
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1211)
Website: http://www.byd.com.cn
(1) SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2012-2014 (2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (3) POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED (4) NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the extraordinary general meeting of the Company to be held on Friday, 31 August 2012 at 2:00 p.m. at the Corporate Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the People’s Republic of China, is set out in page 19 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjourned meeting should you so wish.
16 July 2012
CONTENTS
| Page | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
3 |
| Appendix I — Shareholders’ Return Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . |
10 |
| Appendix II — Policy of External Guarantee of BYD Company Limited . . . . . . . . . |
13 |
| Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 19 |
— i —
DEFINITIONS
In this circular, the following words and expressions shall, unless the context otherwise requires, have the following respective meanings:
- “A Share(s)”
ordinary domestic share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Shenzhen 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;
-
“China” or “PRC” the People’s Republic of China, excluding, for the purpose of this circular only, Hong Kong Special Administrative Region, Macau Special Administrative Region, and Taiwan;
-
“Company” BYD Company Limited (比亞迪股份有限公司), a joint stock limited company incorporated in the PRC, the A Shares and H Shares of which are listed on the Shenzhen Stock Exchange and Hong Kong Stock Exchange respectively;
“CSRC” The China Securities Regulatory Commission (中國証券監督 管理委員會); “Director(s)” the director(s) of the Company; “EGM” the extraordinary general meeting of the Company which is scheduled to be held at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC on Friday, 31 August 2012 at 2:00 p.m.; “External Guarantee Policy” the Policy of External Guarantee of BYD Company Limited (比亞迪股份有限公司對外擔保制度) concerning the provision of guarantee by the Group in favour of third parties as set out in Appendix II of this circular;
“Group”
the Company and its subsidiaries from time to time;
- “H Share(s)”
ordinary overseas listed foreign invested share(s) with a nominal value of RMB1.00 each in the share capital of the Company which are listed on the Hong Kong Stock Exchange and traded in Hong Kong Dollar;
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC;
- “Hong Kong Stock Exchange”
The Stock Exchange of Hong Kong Limited;
- “Latest Practicable Date”
13 July 2012, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;
— 1 —
| DEFINITIONS | |
|---|---|
| “Listing Rules” | the Rules Governing the Listing of Securities on the Hong |
| Kong Stock Exchange; | |
| “RMB” | Renminbi, the lawful currency of the PRC; |
| “Share(s)” | A Share(s) and H Share(s); |
| “Shareholder(s)” | registered holder(s) of the Shares; and |
| “Shareholders’ Return Plan” | the Shareholders’ Return Plan of the Company for the Next |
| Three Years of 2012-2014 (公司未來三年(2012-2014年)股東 | |
| 回報規劃) as set out in Appendix I of this circular. |
— 2 —
LETTER FROM THE BOARD
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比亞迪股份有限公司 BYD COMPANY LIMITED
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1211)
Website: http://www.byd.com.cn
Board of Directors: Executive Director Mr. Wang Chuan-fu
Non-executive Directors Mr. Lu Xiang-yang Mr. Xia Zuo-quan
Independent Non-executive Directors Ms. Li Dong Mr. Wu Chang-qi Mr. Li Lian-he
Registered Office: LEGAL ADDRESS Yan An Road Kuichong Longgang District Shenzhen Guangdong Province The PRC
PRINCIPAL PLACE OF BUSINESS IN HONG KONG Unit 1712, 17th Floor Tower 2 Grand Central Plaza No.138 Shatin Rural Committee Road Shatin, New Territories Hong Kong
16 July 2012
To the Shareholders
Dear Sir or Madam,
(1) SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2012-2014 (2) AMENDMENTS TO THE ARTICLES OF ASSOCIATION (3) POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED (4) NOTICE OF EXTRAORDINARY GENERAL MEETING
A. INTRODUCTION
The purpose of this circular is to give you information of (1) the proposed adoption of the Shareholders’ Return Plan in view of the requirements set out in the “Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies” 《關於進一步落實上市公司現( 金分紅有關事項的通知》) promulgated by the CSRC (the “CSRC Dividends Distribution Notice”); (2) the proposed amendments to the Articles of Association in correspondence with the Shareholders’ Return Plan; and (3) the proposed adoption of new set of the External Guarantee Policy to enable you to make voting decision on the resolutions proposed at the EGM to be held on 31 August 2012.
— 3 —
LETTER FROM THE BOARD
B. SHAREHOLDERS’ RETURN PLAN FOR THE NEXT THREE YEARS OF 2012-2014
In order to comply with the CSRC Dividends Distribution Notice in relation to enhancing transparency of dividend distribution as well as establishing profit distribution system, the Board proposes to adopt the Shareholders’ Return Plan for the next 3 years of 2012 to 2014. The Shareholders’ Return Plan stipulates the principles for formulating the Shareholders’ Return Plan, the factors taking into account by the Company when considering the distribution, the dividend payout ratio, the related decision-making mechanism and the situations upon which adjustment could be made to the plan. Full text of the Shareholders’ Return Plan is set out in Appendix I of this circular. Approval will be sought from the Shareholders at the EGM to adopt the Shareholders’ Return Plan.
C. AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Board also wishes to propose amendments to the Articles of Association in correspondence with the Shareholders’ Return Plan. The amendments aim to refine the provisions in the Articles of Association regarding dividend distribution of the Company so as to build up a more transparent profit distribution system for Shareholders and investors.
Details of the amendments are as follows:
Before amendment After amendment Article 189 The Company’s profit Article 189 The Company’s profit distribution policy is that profits shall be distribution policy is: distributed to shareholders in proportion to their shareholdings and may be in the form of (I) The Company’s profit distribution shall cash payment or bonus shares. The Company focus on providing investors with implements an active profit distribution policy reasonable investment return as well as the focus of which is to provide investors with maintaining the sustainable development reasonable return while the Company can enjoy of the Company. The Company’s profit sustainable development, and that the distribution shall not exceed the range of continuity and stability of its profit distribution the accumulated distributable profits or policy can be maintained. Any bonus damage the Company’s ability to continue distribution policy will be formulated in operations. A sustained and steady profits accordance with the provisions of applicable distribution policy shall be implemented. laws, regulations and regulatory documents. In the event the Board of Directors has not made (II) The Company may adopt to distribute proposals for cash distribution of profits, it profit in cash, in shares or in a shall disclose the reasons in its periodic reports combination of both cash and shares or as and Independent Directors shall express their otherwise permitted by the laws and opinions thereon.
- (II) The Company may adopt to distribute profit in cash, in shares or in a combination of both cash and shares or as otherwise permitted by the laws and regulations.
The Company shall calculate, declare and pay dividends and other amounts which are payable to holders of domestic shares in Renminbi within the period as prescribed by Article 95 of the Articles of Association. The Company shall calculate and declare dividends and other payments which are payable to holders of overseas-listed foreign shares in
- (III) The Company’s profit distribution shall be prepared by the Board of Directors in accordance with the Company’s operating conditions and the relevant requirements of CSRC and shall be considered and approved at the shareholders’ general meeting.
— 4 —
LETTER FROM THE BOARD
| Renminbi, and shall pay such amounts in | Renminbi, and shall pay such amounts in | Renminbi, and shall pay such amounts in | Renminbi, and shall pay such amounts in | Renminbi, and shall pay such amounts in | the | When considering the specific cash |
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|---|---|---|---|---|---|---|---|---|---|
| foreign | currency within |
the | period | as | dividends distribution plans, the Board of | ||||
| prescribed by Article 95 of | the Articles of | Directors of the Company shall take full | |||||||
| Association. The applicable exchange rate shall | account of the factors, including the |
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| be the average closing | rate | for the relevant | Company’s business development plan, | ||||||
| foreign currency announced | by | the People’s | its current and future profitability, the | ||||||
| Bank of China five (5) | working | days prior to | cash flow status, the stage of |
||||||
| the announcement of payment of | dividend | and | development, the funding requirements of | ||||||
| other amounts. The Company | shall pay foreign | project investment, bank borrowing and | |||||||
| currencies to holders of | overseas-listed foreign | the debt financing environment, and shall | |||||||
| shares in | accordance with the | relevant foreign | study carefully and discuss in details the | ||||||
| exchange | control regulations of the State. | The | matters concerning the Company’s |
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| Board may distribute interim dividend or bonus | dividends distribution, including the right | ||||||||
| dividend | subject to |
the | approval | of | timing and conditions for the distribution, | ||||
| shareholders’ general meeting. | the lowest payout ratio and the conditions | ||||||||
| for adjustment and the requirements for | |||||||||
| decision-making procedures. Independent | |||||||||
| Directors shall express their independent | |||||||||
| opinions thereon. When the profit |
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| distribution plan proposed by the Board | |||||||||
| of Directors is considered at the |
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| shareholders’ general meeting of the |
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| Company, a variety of channels, including | |||||||||
| but not limited to telephones, facsimile, | |||||||||
| e-mails, interactive platforms, etc., shall | |||||||||
| be provided for communications and |
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| exchanges with shareholders (in |
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| particular, the minority shareholders), |
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| whose opinions and demands shall be | |||||||||
| fully heard so as to effectively protecting | |||||||||
| the public shareholders’ rights to attend | |||||||||
| the shareholders’ general meeting. | |||||||||
| After the profit distribution plan is |
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| approved at the general meeting of the | |||||||||
| Company, the Board of Directors of the | |||||||||
| Company shall complete the distribution | |||||||||
| of the dividends (or shares) within two | |||||||||
| months after convening of the |
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| shareholders’ general meeting. |
— 5 —
LETTER FROM THE BOARD
| The Company accepts the advice and | ||||
|---|---|---|---|---|
| supervision of all shareholders, |
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| Independent Directors, Supervisors and | ||||
| the public shareholder about the |
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| Company’s distribution plans. The Board | ||||
| of Supervisors shall supervise the |
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| implementation of the Company’s profit | ||||
| distribution policy, shareholders’ return | ||||
| plan and decision-making procedures |
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| executed by the Board of Directors and | ||||
| management. | ||||
| (IV) | The profit distributed by the Company in | |||
| cash each year shall not be less than 10% | ||||
| of the realized distributable profit for the | ||||
| year and the cumulative profit for |
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| distribution in cash for any three |
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| consecutive years shall not be less than | ||||
| 30% of the average annual distributable | ||||
| profit for that three years provided that | ||||
| the following cash dividend conditions | ||||
| are satisfied and the capital needs for the | ||||
| normal production operation and |
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| development of the Company are met: | ||||
| (1) The distributable profit (i.e. the |
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| Company’s profit after tax net of the | ||||
| loss and contribution of security |
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| provident fund) realized by the |
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| Company for the year or half year is | ||||
| positive and the cash flow is |
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| sufficient. The payment of cash |
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| dividends will not affect the |
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| subsequent continuing operation of | ||||
| the Company; | ||||
| (2) The cumulative distributable profit |
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| of the Company is positive; | ||||
| (3) The audit firm issues an unqualified |
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| audited financial report of the |
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| Company for the year. | ||||
| (V) | The Board of Directors of the Company | |||
| may propose the Company to make |
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| interim cash distribution according to the | ||||
| Company’s earnings and capital |
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| requirement conditions provided that the | ||||
| cash dividend conditions are satisfied. |
— 6 —
LETTER FROM THE BOARD
| (VI) Depending on the profitability and |
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|---|---|---|---|
| business growth for the year, the |
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| Company may distribute profits by way of | |||
| shares to match share capital expansion | |||
| with business growth provided that the | |||
| minimum cash dividend payout ratio and | |||
| an optimal share capital base and |
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| shareholding structure are maintained. | |||
| (VII)The Company shall disclose the status of | |||
| the implementation of the profit |
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| distribution plan and the cash dividend | |||
| policy in its annual report and interim | |||
| report in strict accordance with the |
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| relevant provisions. If the Company |
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| makes a profit for the year but does not | |||
| make a cash dividend plan, the Company | |||
| shall explain the reasons for not paying | |||
| cash dividends, the purposes of funds | |||
| retained by the Company not used for | |||
| paying cash dividends and the use plan in | |||
| its periodic reports. The Independent |
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| Directors shall express independent |
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| opinions on this, which shall be disclosed | |||
| to the public. | |||
| (VIII)In the event that the Company does need | |||
| to adjust or change the cash dividend | |||
| policy as set out in this Article due to | |||
| significant changes in the external |
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| operating environment or its own |
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| operating conditions, the Board shall |
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| make a resolution after detailed |
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| discussion and the Independent Directors | |||
| and the Supervisory Committee shall |
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| express their opinions. The resolution |
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| shall be submitted to the general meeting | |||
| for approval and shall be passed by |
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| shareholders present in the meeting |
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| representing not less than two-thirds of | |||
| voting rights. The Company shall also | |||
| provide an online voting alternative to | |||
| facilitate minority shareholders to |
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| participate in voting of the general |
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| meeting. The adjusted profit distribution | |||
| policy shall not contravene the relevant | |||
| provisions of CSRC and the Shenzhen | |||
| Stock Exchange. |
— 7 —
LETTER FROM THE BOARD
| (IX) | (IX) | In the event that any shareholder |
In the event that any shareholder |
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|---|---|---|---|---|---|---|
| misappropriates the funds of the |
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| Company, the Company shall deduct the | ||||||
| cash dividends distributed to the |
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| shareholder to repay the funds |
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| misappropriated by him. | ||||||
| (X) | The Company shall calculate, declare and | |||||
| pay dividends and other amounts which | ||||||
| are payable to holders of domestic shares | ||||||
| in Renminbi within the period |
as | |||||
| prescribed by Article 95 of the Articles | of | |||||
| Association. The Company shall calculate | ||||||
| and declare dividends and other payments | ||||||
| which are payable to holders |
of | |||||
| overseas-listed foreign shares |
in | |||||
| Renminbi, and shall pay such amounts | in | |||||
| the foreign currency within the period | as | |||||
| prescribed by Article 95 of the Articles | of | |||||
| Association. The applicable exchange rate | ||||||
| shall be the average closing rate for the | ||||||
| relevant foreign currency announced | by | |||||
| the People’s Bank of China five (5) |
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| working days prior to the announcement | ||||||
| of payment of dividend and other |
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| amounts. The Company shall pay foreign | ||||||
| currencies to holders of overseas-listed | ||||||
| foreign shares in accordance with the | ||||||
| relevant foreign exchange control |
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| regulations of the State. The Board may | ||||||
| distribute interim dividend or bonus |
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| dividend subject to the approval |
of | |||||
| shareholders’ general meeting. |
Note: The proposed amendments to the Articles of Association are written in Chinese and there is no official English translation in respect thereof. The translation into English language above is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail
D. POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
Shareholders approved the External Guarantee Policy at an extraordinary general meeting of the Company held on 20 March 2008. The Board wishes to propose amendments to the External Guarantee Policy by updating the situations upon which Shareholders’ approval is required for provision of guarantee by the Group in favour of third party and stipulating the internal review and relevant disclosure requirements if such guarantee is provided by any member of the Group. Full text of the new set of the External Guarantee Policy is set out in Appendix II of this Circular. Approval will be sought from the Shareholders at the EGM to adopt the new set of the External Guarantee Policy.
— 8 —
LETTER FROM THE BOARD
E. EXTRAORDINARY GENERAL MEETING
The EGM will be held on Friday, 31 August 2012 at 2 p.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC. The EGM Notice setting out, inter alia, the relevant resolutions proposed to be considered at the EGM is contained in this circular. Shareholders are advised to read the EGM Notice and to complete and return the form of proxy and the confirmation slip (which are enclosed in this circular) in accordance with the instructions printed thereon. The appointment of a proxy will not prevent a Shareholder from subsequently attending and voting in person at the EGM if he so wishes. If a Shareholder who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.
All resolutions will be put to vote by way of poll at the EGM. An announcement on the poll vote results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
F. CLOSURE OF REGISTERS OF MEMBERS
In accordance with the Articles of Association, the register of holders of H Shares will be closed from Wednesday, 1 August 2012 to Friday, 31 August 2012 (both days inclusive) during which no registration of transfer of H Shares will be effected for the purposes of ascertaining holders of H Shares qualified for the right to attend and vote at the EGM of the Company to be held on Friday, 31 August 2012. In order to qualify for attending and voting at the EGM, all transfer of shares accompanied by the relevant share certificates must be lodged with the Company’s share registrar, Computershare Hong Kong Investor Services Limited at shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 31 July 2012.
G. RECOMMENDATIONS
The Directors believe that the proposed resolutions for consideration and approval by Shareholders at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions to be proposed at the EGM as set out in the notice of EGM.
For an on behalf of the Board Wang Chuan Fu Chairman
— 9 —
SHAREHOLDERS’ RETURN PLAN
APPENDIX I
Please note that the following Shareholders’ Return Plan is written in Chinese and there is no official English translation in respect thereof. The translation into English language in this Appendix I is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.
Pursuant to the requirements of the “Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies” by the China Securities Regulatory Commission (“CSRC”) and the “Notice Regarding the Relevant Requirements of Conscientious Implementation of the ‘Notice Regarding Further Implementation of Cash Dividends Distribution of Listed Companies’” (Shen Zheng Ju Gong Si Zi[2012] No. 43)(hereinafter referred to as the “Notices”) by the Securities Regulatory Bureau of Shenzhen, in order to improve and perfect the scientific, sustained and stable policy of dividends distribution and mechanism of BYD Company Limited( the “Company”), and enhance return to investors, the Board of the Company formulated the Shareholders’ Return Plan for the Next Three Years (2012-2014)(the “Plan”). Details are as follows:
I. Considerations in the Formulation of the Plan by the Company
The Company is committed to the goal of long-term and sustainable development. It formulates sustainable, stable and scientific return plan and mechanism for its investors after taking full account the factors including the Company’s business development plan, its current and future profitability, the cash flow status, the stage of development, the funding requirements of project investment, bank borrowing and the debt financing environment so as to balance the shareholders’ return on investment demand and the Company’s future development.
II. Principles for Formulation of the Shareholders’ Return Plan
In the next three years, the Company will further strengthen the consciousness of shareholders’ return. It will focus on providing investors with reasonable investment return as well as the Company’s sustainable development according to the relevant laws and regulations, regulatory documents and the Articles of Association. The opinions of shareholders (in particular, the public shareholders), independent Directors and Supervisors shall be fully heard and considered. It will mainly adhere to the basic principles of cash dividends distribution, proactively implement profit distribution methods in the form of cash payment so as to maintain the continuity and stability of the profit distribution policy.
III. The Specific Shareholders’ Return Plan for the Next Three Years (2012-2014)
- The Company adopts to distribute profit in cash, in shares or in a combination of both cash and shares or as otherwise permitted by the laws and regulations. Subject to the condition that the Company’s profit and cash flow could satisfy normal operation and long-term development need, the Company will implement proactively the cash dividends distribution methods and focus on the shareholders’ investment return. During the years 2012-2014, the Company may distribute dividends in cash per annum in principle. The Board of Directors of the Company will, in accordance with the Company’s profit and capital requirements, decide whether to propose an interim cash dividends distribution. But cash dividends distribution shall not exceed the range of the accumulated distributable profits or damage the Company’s ability to continue operations.
— 10 —
APPENDIX I
SHAREHOLDERS’ RETURN PLAN
-
Pursuant to the relevant laws and regulations, including the Company Law and the requirements of the Articles of Association, upon offsetting losses and fully providing for the contribution of the statutory provident fund and the discretionary provident fund, and provided that the Company’s then profit distributable to shareholders and the accumulated profits distributable to shareholders are positive in value and that capital requirements for the Company’s normal operation and sustainable development is satisfied, the profit to be distributed in cash per annum shall not be less than 10% of the distributable profit realized for that year, and the accumulated profit to be distributed in cash for any three consecutive years shall not be less than 30% of the average annual distributable profit realized in the three years.
-
If the Company maintains a steady growth in net profit within the next three years, the Company may raise the proportion of cash dividends distribution or implement dividends distribution in shares, thereby enhancing returns for investors. Details of the proportion of profit distributed in cash are proposed by the Board of Directors in accordance with the Company’s profit and the business development plan, which shall be submitted to the general meeting for approval.
-
IV. Decision-making Mechanism of Shareholders’ Return Plan
-
After taking full account of the factors including the Company’s profitability, cash flow, development stage and requirement for funds at that time, as well as the opinions of shareholders (in particular, the public shareholders), independent Directors and supervisors, the management and the Board of Directors of the Company shall formulate the annual or interim profit distribution plan with reasonable return to investors. Such plan shall be submitted to the shareholders’ general meeting for consideration and approval after obtaining the independent opinions expressed by independent Directors in this regard.
-
When considering the specific cash dividends distribution plans, the Board shall study carefully and discuss in details the matters concerning the Company’s dividends distribution, including the right timing and conditions for the distribution, the lowest payout ratio and the conditions for adjustment and the requirements for decision-making procedures. The proposals by the management, the main comments made by the attending Directors, the opinions of the independent Directors and the voting by the Board should be recorded in writing in details and should be kept properly by the Company.
-
When the profit distribution plan proposed by the Board is considered at the shareholders’ general meeting of the Company, a variety of channels shall be provided for communications and exchanges with shareholders (in particular, the minority shareholders), whose opinions and demands shall be fully heard so as to effectively protecting the public shareholders’ rights to attend the shareholders’ general meeting. If the Company recorded profit in a specific year but the Board has not proposed a cash dividends plan, the Company shall explain, in its periodic reports, the reasons for not distributing cash dividends, the purpose and use plan of the retained fund not being used for cash dividends distribution. Independent Directors shall express their independent opinions thereon which should be disclosed to the public.
— 11 —
SHAREHOLDERS’ RETURN PLAN
APPENDIX I
-
After the profit distribution plan is resolved at the general meeting of the Company, the Board of Directors of the Company shall complete the distribution of the dividends (or shares) within two months after convening of the shareholders’ general meeting.
-
The Board of Supervisors of the Company and independent Directors shall supervise the implementation of the Company’s profit distribution policy, shareholders’ return plan and decision-making procedures executed by the Board of Directors and management.
-
V. Adjustment Mechanism of Shareholders’ Return Plan
If the Company does need to adjust its established three-year shareholders’ return plan due to significant changes in external operating environment or its own operation, the new shareholders’ return plan shall comply with the laws, administrative regulations, departmental rules, regulatory documents and the relevant requirements of the Articles of Association. The resolution concerning the adjustment to the shareholders’ return plan shall be formulated by the Board of Directors with comments of the independent Directors and the Board of Supervisors taken into account. The proposal shall then be submitted to the general meeting for consideration and approval by the shareholders. The Company shall also provide online voting accessible to minority shareholders who may participate in the shareholders’ general meeting to vote.
VI. The matters not expressly set out in the Plan shall be executed in accordance with the requirements of relevant laws and regulations, regulatory documents and the Articles of Association. The Board of Directors of the Company is responsible for the interpretation of the Plan, which shall be effective from the date of its approval at the shareholders’ general meeting of the Company.
— 12 —
APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
Please note that the following External Guarantee Policy is written in Chinese and there is no official English translation in respect thereof. The translation into English language in this Appendix II is for reference only. In case of any inconsistency between the English and Chinese versions, the Chinese version shall prevail.
POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
Chapter 1 General Principles
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Article 1 To safeguard the interests of shareholders of BYD Company Limited (hereinafter referred to as “the Company”) and investors, regulate the Company’s acts concerning the provision of guarantees, control the operational risks of the assets of the company and promote the healthy and stable development of the Company, this policy has been formulated in accordance with the relevant laws, regulations and regulatory documents including the Company Law of the People’s Republic of China, the Securities Law of the People’s Republic of China (hereinafter referred to as “the Securities Law”), the Guarantee Law of the People’s Republic of China, rules governing the listing of stocks of the stock exchange on which shares of the Company are listed, Notice in relation to Capital Flow between Listed Companies and their Related Parties and Certain Issues in relation to Provision of External Guarantee by Listed Companies, Guidelines on the Regulated Operation for Companies Listed on the SME Board of Shenzhen Stock Exchange, Notice on the Regulation of Provision of External Guarantee by Listed Companies and the Articles of Association of BYD Company Limited (hereinafter referred to as the “Articles of Association”).
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Article 2 Provision of external guarantee by the Company’s subsidiaries shall be carried out with reference to this policy.
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Article 3 The objective of the formulation of this policy by the Company is to strengthen the internal control of the Company, improve the advance evaluation, in-process monitoring, recovery after provision and handling mechanism in respect of the provision of a guarantee by the Company so as to minimize the risk of potential debt service liabilities caused to the Company due to reasons such as the worsening of the financial position of the guarantee and reasonably avoid and reduce losses that may be incurred.
Chapter 2 Basic Principles for Provision of External Guarantee
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Article 4 Scope of guarantees provided by the Company in favour of third parties: Upon review and approval by an institution authorized by the Company as required in this policy, the Company can provide a guarantee in favour of a qualified third party with its own assets or credit.
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Article 5 The Company shall improve its internal control system. Without approval of the Shareholders at General Meeting and the Board of Directors of the Company by resolution, Directors, President and branches of the Company shall not enter into any guarantee contract on behalf of the Company on their own.
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APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
Article 6 For the provision of guarantees in favour of third parties by the Company, the guaranteed party shall be requested to provide a counter-guarantee in the form of pledge or charge, or a third party recommended by it and approved by the Company shall provide a counter-guarantee to the Company in forms such as a guarantee, and the party providing the counter-guarantee shall have the actual ability to assume such responsibilities. Article 7 The Company shall earnestly perform the information disclosure obligation in respect of provision of external guarantee in strict accordance with the Securities Law, rules governing the listing of stocks of the stock exchange on which shares of the Company are listed, Articles of Association and the relevant requirements of China Securities Regulatory Commission (“CSRC”). The Company shall provide details of all guarantees provided in favour of third parties by the Company to the certified public accountant according to facts. Article 8 Independent Directors of the Company shall make specific disclosure of and issue independent opinions on the guarantees previously and currently provided by the Company in favour of third parties and the implementation of this policy in the annual report. Article 9 All Directors of the Company shall prudently manage and strictly control the liability risks arising from provision of external guarantees and shall accept joint and several liabilities for damages arising from provision of guarantees in favour of third parties which involve contravention or irregularity. Controlling shareholders and other related parties shall not force the Listed Company to provide guarantees in favour of others.
Chapter 3 Decision-making Authorities and Information Disclosure in respect of Provision of External Guarantee
Article 10 The provision of a guarantee in favour of a third party by the Company with its assets or credit shall be approved by the Board of Directors or the Shareholders at General Meeting. Article 11 Provision of external guarantees subject to the approval of the Shareholders at the General Meeting must be firstly reviewed and approved by the Board of Directors before being submitted to the Shareholders at General Meeting for approval.
Provision of external guarantees subject to the approval of the Shareholders at the General Meeting shall include, but not limited to, the following:
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any guarantee in which the single guaranteed amount exceeds 10% of the latest audited net assets of the Company;
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the total amount of guarantees (with the relevant guarantee in concern being added) provided in favour of third parties by the Company and its subsidiaries exceeds 50% of the latest audited net assets of the Company;
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APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
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guarantees provided for guaranteed objects with a gearing ratio of above 70%;
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the guarantee amount during 12 consecutive months exceeding 30% of the Company’s latest audited total assets;
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the guarantee amount during 12 consecutive months exceeding 50% of the Company’s latest audited net assets, and exceeding RMB50 million in absolute value;
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guarantees provided in favour of shareholders, de facto controllers and their connected person by the Company;
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guarantees provided in favour of the connected person of the Company;
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other guarantees regulated under the requirement of Shenzhen Stock Exchange, The Stock Exchange of Hong Kong Limited or Articles of Association.
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Article 12 Provision of external guarantee subject to approval by the Board of Directors shall be considered and approved by more than two third of Directors attending the Board of Directors meeting with the passing of a resolution.
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Article 13 The Independent Directors of the Listed Company shall furnish independent opinions upon the provision of external guarantees (other than the guarantees provided in favour of subsidiaries which are consolidated in the Company’s account) being considered by the Board of Directors and, where necessary, may engage an accounting firm to review the external guarantees previously and currently provided by the Company. Any irregularities found shall be reported to the Board of Directors and the regulatory authority, and an announcement should be made in a timely manner.
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Article 14 Where the Shareholders consider a resolution at the General Meeting on provision of guarantees in favour of shareholders, de facto controllers and their connected person, such shareholders, or shareholders under the control of such de facto controllers shall abstain from voting. Such resolution is subject to the approval of more than half of the voting rights held by other shareholders present at the General Meeting.
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Article 15 In the event that the amount of guarantees provided in favour of third parties by the Company within one year exceeds 30% of the latest audited total assets, this shall be approved by the Shareholders at General Meeting by way of special resolution whereby more than two thirds of the voting rights held by shareholders present at the meeting vote for the resolution.
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Article 16 When a resolution on an external guarantee is being considered by the Shareholders at General Meeting or the Board of Directors, shareholders or directors who have an interest in such guarantee shall abstain from voting. The
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APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
Secretary to the Board of Directors shall record the details of discussion and voting at the Board of Directors meeting and General Meeting. The relevant resolution passed by the Board of Directors and the Shareholders shall be announced.
Article 17 In regard to external guarantees reviewed and approved by the Board of Directors or the Shareholders of the Company, the relevant disclosure shall be made in the newspapers or journal designated by CSRC in a timely manner. The contents to be disclosed shall include but not limited to the resolutions of the Board of directors or the Shareholders, and the following information as of the information disclosure date: the total amount of guarantees provided in favour of third parties by the Company and its subsidiaries, the total amount of guarantees provided in favour of its subsidiaries by the Company, and the respective proportions of the aforementioned amounts to the Company’s latest audited net assets and other contents as required by Stock Exchanges.
Chapter 4 Procedure for Providing External Guarantees
Article 18 The functional departments which are ordinarily responsible for provision of guarantees in favour of third parties include the Finance Department. Article 19 After receiving an application for providing a guarantee from the guaranteed enterprise, the Company shall start to evaluate the credit status of the guaranteed enterprise. The Company shall request the following information from the guaranteed enterprise:
the name, establishment date, registered place, legal representative, registered capital and principal businesses of the guaranteed enterprise, the connected and other business relationships (if any) with the Company; property ownerships and controlling relationships (including the structure chart showing the major shareholders or equity holders of the guraranteed enterprise, all the intermediate controllers of equity or interest and the ultimate natural person in control, management departments of the state-owned assets or other institutions with which shareholders have achieved certain agreements and arrangements come into being);
relevant information including balance sheet, income statement and cash flow statement of the guaranteed party for the latest financial year, financial forecast for the next year, breakdown of the loans secured and repaid (including the payment of interest), the latest credit rating status and the relevant contracts, a profile of senior management of the Company, bank credit, breakdown of external guarantees, asset pledge/charge breakdown, the relevant contract for the investment project and the feasibility analysis report.
Article 20 Upon receipt of the application and survey data from the guaranteed enterprise by the Company, the Finance Department of the Company shall conduct a comprehensive analysis of the credit status of the guaranteed enterprise, the benefits and risks of the guarantee, and shall conduct an on-site inspection on the production and operating conditions, financial position, the progress of
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APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
investment projects and staffing of the guaranteed enterprise and evaluate the profitability, solvency and growth potential of the guaranteed enterprise based on various indicators for performance appraisal and disclose the details in the relevant announcement published by the Board of Directors.
Article 21 The Finance Department shall make recommendations on whether to provide the guarantee, the actual way of providing the counter-guarantee and the guaranteed amount based on the result of the evaluation on the credit status of the guaranteed enterprise and report to the Board of Directors upon obtaining consent from the President. Article 22 After a resolution on the guarantee has been passed by the Shareholders at General Meeting or the Board of Directors of the Company, the Intellectual Property and Legal Department shall review legal documents such as contract for the principal creditor’s right, guarantee contract and counter-guarantee contract. The Finance Department shall enter into a written guarantee contract with the principal creditor on behalf of the Company and enter into a written counter-guarantee contract with the provider of the counter-guarantee.
Article 23 The Finance Department of the Company shall send the executed guarantee contract and the counter-guarantee to the Document Control Centre Department within two business days from the date of signing of the guarantee and the counter-guarantee.
Chapter 5 Risk Control in respect of Guarantees
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Article 24 The Company shall adhere to the principle of risk control in the process of providing a guarantee and shall strictly control the limit of guarantee liabilities to the guaranteed enterprise while conducting risk evaluation on the guaranteed enterprise.
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Article 25 The Company shall strengthen the management of guarantee contracts. A written contract shall be entered into for guarantees in favour of others. The guarantee contract shall be properly kept in accordance with the internal management provisions of the Company and shall be promptly reported to the Supervisory Committee, Secretary to the Board of Directors and the Finance Department.
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Article 26 For a project loan granted to the guaranteed enterprise, the Company shall request to open a joint account with the guaranteed enterprise so as to earmark funds for its specified purposes.
Article 27 The Company shall request the guaranteed enterprise to provide assets of real substance, including fixed assets, equipment, machinery and real estate for pledge or charge to faithfully implement the counter-guarantee measures.
- Article 28 During the guarantee period, the Company shall track and monitor any change in the financial position and assets pledged/charged of the guaranteed enterprise
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APPENDIX II POLICY OF EXTERNAL GUARANTEE OF BYD COMPANY LIMITED
and shall pay visits to the guaranteed enterprise on a regular or irregular basis. The Finance Department shall issue a repayment reminder to the guaranteed enterprise one month before the expiry of the debts of the guaranteed enterprise.
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Article 29 If the guaranteed party fails to perform its repayment obligation within 10 days after expiry of its debts, the Finance Department, in conjunction with the Intellectual Property and Legal Department, of the Company shall implement the counter-guarantee measures. During the guarantee period, if the guaranteed party is subject to organizational change, cancellation, bankruptcy or liquidation, the Company shall exercise its right of recourse in accordance with the relevant laws.
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Article 30 The Intellectual Property and Legal Department shall send the recourse situation to the Finance Department within five business days after starting the recourse procedure and two working days after the end of the recourse.
Article 31 If the guaranteed party fails to perform its repayment obligations within 15 business days after expiry of its debts, or the guaranteed party is subject to bankruptcy or liquidation or the creditor requests the guarantor to perform its guarantee obligation, the Listed Company has obligations to promptly understand the repayment of debts by the guaranteed party and shall promptly disclose the relevant information after being aware of the incident.
Chapter 6 Supplementary Articles
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Article 32 Matters not addressed in this policy shall be handled in accordance with the relevant laws, regulations and regulatory documents applicable in P. R. China and overseas, rules governing the listing of stocks of the stock exchange on which shares of the Company are listed and the Articles of Association.
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Article 33 The term “the total amount of guarantees provided in favour of third parties by the Company and its subsidiaries” refers to the sum of the total amount of guarantees provided in favour of third parties (including the subsidiaries) by the Company and total amount of guarantees provided in favour of third parties by the subsidiaries.
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Article 34 In these rules, the term “more than” is inclusive while “exceed” is exclusive.
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Article 35 This policy shall be implemented from the date when it is considered and approved by the Shareholders of the Company at General Meeting. Any amendment to this regulation shall be effective after being approved by the Shareholders at General Meeting.
Article 36 This policy shall be construed by the Board of Directors.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
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比亞迪股份有限公司 BYD COMPANY LIMITED
(A joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1211)
Website: http://www.byd.com.cn
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of BYD Company Limited (the “Company”, together with its subsidiaries, the “Group”) will be held on Friday, 31 August 2012 at 2:00 p.m. at the Conference Room, No. 3009, BYD Road, Pingshan, Shenzhen, the PRC for the purposes of considering and, if thought fit, approving the following resolutions:
BY WAY OF ORDINARY RESOLUTION
- To consider, and if thought fit, approve the shareholders’ return plan of the Company for the next three years of 2012-2014 as set out in Appendix I of the circular of the Company dated 16 July 2012.
BY WAY OF SPECIAL RESOLUTION
- To consider, and if thought fit, approve the following amendments to the Articles of Association:
| Before amendment | After amendment | |||
|---|---|---|---|---|
| Article 189 The Company’s profit |
Article 189 The Company’s profit |
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| distribution policy is that profits shall be |
distribution policy is: | |||
| distributed to shareholders in proportion to | ||||
| their shareholdings and may be in the form of | (I) | The Company’s profit distribution shall | ||
| cash payment or bonus shares. The Company | focus on providing investors with |
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| implements an active profit distribution policy | reasonable investment return as well as | |||
| the focus of which is to provide investors with | maintaining the sustainable development | |||
| reasonable return while the Company can enjoy | of the Company. The Company’s profit | |||
| sustainable development, and that the |
distribution shall not exceed the range of | |||
| continuity and stability of its profit distribution | the accumulated distributable profits or | |||
| policy can be maintained. Any bonus |
damage the Company’s ability to continue | |||
| distribution policy will be formulated in |
operations. A sustained and steady profits | |||
| accordance with the provisions of applicable | distribution policy shall be implemented. | |||
| laws, regulations and regulatory documents. In | ||||
| the event the Board of Directors has not made | (II) | The Company may adopt to distribute | ||
| proposals for cash distribution of profits, it | profit in cash, in shares or in a |
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| shall disclose the reasons in its periodic reports | combination of both cash and shares or as | |||
| and Independent Directors shall express their | otherwise permitted by the laws and |
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| opinions thereon. | regulations. |
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NOTICE OF EXTRAORDINARY GENERAL MEETING
The Company shall calculate, declare and pay dividends and other amounts which are payable to holders of domestic shares in Renminbi within the period as prescribed by Article 95 of the Articles of Association. The Company shall calculate and declare dividends and other payments which are payable to holders of overseas-listed foreign shares in Renminbi, and shall pay such amounts in the foreign currency within the period as prescribed by Article 95 of the Articles of Association. The applicable exchange rate shall be the average closing rate for the relevant foreign currency announced by the People’s Bank of China five (5) working days prior to the announcement of payment of dividend and other amounts. The Company shall pay foreign currencies to holders of overseas-listed foreign shares in accordance with the relevant foreign exchange control regulations of the State. The Board may distribute interim dividend or bonus dividend subject to the approval of shareholders’ general meeting.
(III) The Company’s profit distribution shall be prepared by the Board of Directors in accordance with the Company’s operating conditions and the relevant requirements of CSRC and shall be considered and approved at the shareholders’ general meeting.
When considering the specific cash dividends distribution plans, the Board of Directors of the Company shall take full account of the factors, including the Company’s business development plan, its current and future profitability, the cash flow status, the stage of development, the funding requirements of project investment, bank borrowing and the debt financing environment, and shall study carefully and discuss in details the matters concerning the Company’s dividends distribution, including the right timing and conditions for the distribution, the lowest payout ratio and the conditions for adjustment and the requirements for decision-making procedures. Independent Directors shall express their independent opinions thereon. When the profit distribution plan proposed by the Board of Directors is considered at the shareholders’ general meeting of the Company, a variety of channels, including but not limited to telephones, facsimile, e-mails, interactive platforms, etc., shall be provided for communications and exchanges with shareholders (in particular, the minority shareholders), whose opinions and demands shall be fully heard so as to effectively protecting the public shareholders’ rights to attend the shareholders’ general meeting. After the profit distribution plan is approved at the general meeting of the Company, the Board of Directors of the Company shall complete the distribution of the dividends (or shares) within two months after convening of the shareholders’ general meeting.
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NOTICE OF EXTRAORDINARY GENERAL MEETING
| The Company accepts the advice and | |||||
|---|---|---|---|---|---|
| supervision of all shareholders, |
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| Independent Directors, Supervisors and | |||||
| the public shareholder about the |
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| Company’s distribution plans. The Board | |||||
| of Supervisors shall supervise the |
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| implementation of the Company’s profit | |||||
| distribution policy, shareholders’ return | |||||
| plan and decision-making procedures |
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| executed by the Board of Directors and | |||||
| management. | |||||
| (IV) | The profit distributed by the Company in | ||||
| cash each year shall not be less than 10% | |||||
| of the realized distributable profit for the | |||||
| year provided that the following cash | |||||
| dividend conditions are satisfied and the | |||||
| capital needs for the normal production | |||||
| operation and development of the |
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| Company are met. The cumulative profit | |||||
| for distribution in cash for any three | |||||
| consecutive years shall not be less than | |||||
| 30% of the average annual distributable | |||||
| profit for the recent three years; | |||||
| (1) The distributable profit (i.e. the |
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| Company’s profit after tax net of the | |||||
| loss and contribution of security |
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| provident fund) realized by the |
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| Company for the year or half year is | |||||
| positive in value and the cash flow is | |||||
| sufficient. The payment of cash |
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| dividends will not affect the |
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| subsequent continuing operation of | |||||
| the Company; | |||||
| (2) The cumulative distributable profit |
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| of the Company is positive in value; | |||||
| (3) The audit firm issues an unqualified |
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| audited financial report of the |
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| Company for the year. |
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NOTICE OF EXTRAORDINARY GENERAL MEETING
| (V) | The Board of Directors of the Company | |||
|---|---|---|---|---|
| may propose the Company to make |
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| interim cash distribution according to the | ||||
| Company’s earnings and capital |
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| requirement conditions provided that the | ||||
| cash dividend conditions are satisfied. | ||||
| (VI) | Depending on the profitability and |
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| business growth for the year, the |
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| Company may distribute profits by way of | ||||
| shares to match share capital expansion | ||||
| with business growth provided that the | ||||
| minimum cash dividend payout ratio and | ||||
| an optimal share capital base and |
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| shareholding structure are maintained. | ||||
| (VII)The Company shall disclose the status of | ||||
| the implementation of the profit |
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| distribution plan and the cash dividend | ||||
| policy in its annual report and interim | ||||
| report in strict accordance with the |
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| relevant provisions. If the Company |
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| makes a profit for the year but does not | ||||
| make a cash dividend plan, the Company | ||||
| shall explain the reasons for not paying | ||||
| cash dividends, the purposes of funds | ||||
| retained by the Company not used for | ||||
| paying cash dividends and the use plan in | ||||
| its periodic reports. The Independent |
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| Directors shall express independent |
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| opinions on this, which shall be disclosed | ||||
| to the public. | ||||
| (VIII) | In the event that the Company does need | |||
| to adjust or change the cash dividend | ||||
| policy as set out in this Article due to | ||||
| significant changes in the external |
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| operating environment or its own |
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| operating conditions, the Board shall |
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| make a resolution after detailed |
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| discussion and the Independent Directors | ||||
| and the Supervisory Committee shall |
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| express their opinions. The resolution |
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| shall be submitted to the general |
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| meeting for approval and shall be |
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| passed by shareholders holding more than |
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NOTICE OF EXTRAORDINARY GENERAL MEETING
| two-thirds of voting rights present at the | |||||
|---|---|---|---|---|---|
| general meeting. The Company shall also | |||||
| provide an online voting alternative to | |||||
| facilitate minority shareholders to |
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| participate in voting of the general |
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| meeting. The adjusted profit distribution | |||||
| policy shall not contravene the relevant | |||||
| provisions of CSRC and the Shenzhen | |||||
| Stock Exchange. | |||||
| (IX) | In the event that any shareholder |
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| misappropriates the funds of the |
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| Company, the Company shall deduct the | |||||
| cash dividends distributed to the |
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| shareholder to repay the funds |
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| misappropriated by him. | |||||
| (X) | The Company shall calculate, declare and | ||||
| pay dividends and other amounts which | |||||
| are payable to holders of domestic shares | |||||
| in Renminbi within the period as |
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| prescribed by Article 95 of the Articles of | |||||
| Association. The Company shall calculate | |||||
| and declare dividends and other payments | |||||
| which are payable to holders of |
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| overseas-listed foreign shares in |
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| Renminbi, and shall pay such amounts in | |||||
| the foreign currency within the period as | |||||
| prescribed by Article 95 of the Articles of | |||||
| Association. The applicable exchange rate | |||||
| shall be the average closing rate for the | |||||
| relevant foreign currency announced by | |||||
| the People’s Bank of China five (5) |
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| working days prior to the announcement | |||||
| of payment of dividend and other |
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| amounts. The Company shall pay foreign | |||||
| currencies to holders of overseas-listed | |||||
| foreign shares in accordance with the | |||||
| relevant foreign exchange control |
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| regulations of the State. The Board may | |||||
| distribute interim dividend or bonus |
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| dividend subject to the approval of |
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| shareholders’ general meeting. |
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NOTICE OF EXTRAORDINARY GENERAL MEETING
BY WAY OF ORDINARY RESOLUTION
- To consider, and if thought fit, approve the policy of external guarantee of the Company as set out in Appendix II of the circular of the Company dated 16 July 2012.
For and on behalf of the Board Wang Chuan-fu Chairman
16 July 2012
Notes:
- (A) The register of holders of H Shares of the Company will be closed from Wednesday, 1 August 2012 to Friday, 31 August 2012 (both days inclusive), during which no transfer of H Shares will be effected. Holders of H Shares whose names appear on the register of H Shares of the Company kept at Computershare Hong Kong Investor Services Limited on Friday, 31 August 2012 are entitled to attend and vote at the EGM (or any adjournment thereof) following completion of the registration procedures. To qualify for attendance and voting at the EGM (or any adjournment thereof), documents on transfers of H Shares must be lodged with the Company’s H Share Registrar and Transfer office, not later than 4:30 p.m. on Tuesday, 31 July 2012. The address of the Company’s H Share registrar and transfer office is as follows:
Computershare Hong Kong Investor Services Limited Shops 1712-1716, 17th Floor, Hopewell Centre 183 Queen’s Road East Wanchai Hong Kong
- (B) Holders of H Shares intending to attend the EGM (or any adjournment thereof) should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally, by facsimile or by post.
Holders of H Shares should complete and return the reply slip to the Company’s H-Share Registrar and Transfer Office by facsimile at (852) 2865 0990 or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong such that the reply slip shall be received by the Company’s H-Share Registrar and Transfer Office 20 days before the EGM (i.e. on or before Friday, 10 August 2012).
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(C) Each holder of H Shares may, by completing the form of proxy of the Company, appoint one or more proxies to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy needs not be a shareholder of the Company.
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(D) Holders of H Shares must use the form of proxy of the Company for appointing a proxy and the appointment must be in writing. The form of proxy must be signed by the relevant shareholder of the Company or by a person duly authorized by the relevant shareholder of the Company in
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NOTICE OF EXTRAORDINARY GENERAL MEETING
writing (a “power of attorney”). If the form of proxy is signed by the person authorized by the relevant shareholder of the Company as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarized. If a corporate shareholder of the Company appoints a person other than its legal representative to attend the EGM (or any adjournment thereof) on its behalf, the relevant form of proxy must be affixed with the company seal/chop of the corporate shareholder of the Company or duly signed by its director or any other person duly authorized by that corporate shareholder of the Company as required by the articles of association of the Company.
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(E) To be valid, the form of proxy and the relevant notarized power of attorney (if any) and other relevant documents of authorization (if any) as mentioned in note (D) above must be delivered to the Company’s H-Share Registrar and Transfer Office, Computershare Hong Kong Investor Services Limited (address: 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong), not less than 24 hours before the time appointed for the EGM (or any adjournment thereof).
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(F) A shareholder of the Company or his proxy should produce proof of identity when attending the EGM (or any adjournment thereof). If a corporate shareholder’s legal representative or any other person authorized by the board of directors or other governing body of such corporate shareholder attends the AGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative and the valid resolution or authorization document of the board of directors or other governing body of such corporate shareholder (as the case may be) to prove the identity and authorization of that legal representative or other person.
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(G) The AGM (or any adjournment thereof) is expected to last for half a day. Shareholders who attend the EGM (or any adjournment thereof) shall bear their own travelling and accommodation expenses.
As at the date of this notice, the Board of Directors of the Company comprises Mr. Wang Chuan-fu being the executive Director, Mr. Lu Xiang-yang and Mr. Xia Zuo-quan being the non-executive Directors, Ms. Li Dong, Mr. Wu. Chang-qi and Mr. Li Lian-he being the independent non-executive Directors.
The English version of the proposed resolutions as set out in this notice is for reference only and if there is any conflict between the English and the Chinese versions, the Chinese version shall prevail.
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