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Taizhou Water Group Co., Ltd. Proxy Solicitation & Information Statement 2025
49988_rns_2025-05-28_8c027762-ee62-4a05-a3b1-ebf2f97b9f4a.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Taizhou Water Group Co., Ltd., you should at once hand this circular, together with the accompanying form of proxy to the purchaser or the transferee, or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
Taizhou Water Group Co., Ltd.* 台州市水務集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1542)
(1) PROPOSED APPOINTMENT OF DIRECTOR;
(2) PROPOSED PROFIT DISTRIBUTION PLAN;
AND
(3) NOTICE OF THE ANNUAL GENERAL MEETING
A notice convening the AGM of the Company to be held at Conference Room, Taizhou Water Group Co., Ltd., No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC at 3:00 p.m. on Friday, 27 June 2025 is set out on pages AGM-1 to AGM-3 of this circular. A form of proxy for use at the AGM is also enclosed with this circular. Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in respect of holders of H Shares), or to the Company's registered office in the PRC at No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC (in respect of holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the AGM (i.e. before 3:00 p.m. on Thursday, 26 June 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event the form of proxy shall be deemed to be revoked.
- For identification purposes only
28 May 2025
CONTENTS
Page
DEFINITIONS ... 1
LETTER FROM THE BOARD ... 3
1. Introduction ... 3
2. Proposed appointment of the Director ... 4
3. Proposed profit distribution plan ... 5
4. AGM ... 5
5. Closure of Register of Members ... 6
6. Voting by poll ... 6
7. Recommendation ... 6
NOTICE OF AGM ... AGM-1
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DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
"AGM" or "Annual General Meeting"
the annual general meeting of the Company for the year ended 31 December 2024 to be held at Conference Room, Taizhou Water Group Co., Ltd., No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC at 3:00 p.m. on Friday, 27 June 2025 or any adjournment thereof
"Articles of Association"
the articles of association of the Company, as amended from time to time
"Board" or "Board of Directors"
the board of directors of the Company
"Chairman"
the chairman of the Board of Directors of the Company
"China" or "PRC"
the People's Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
"Company"
Taizhou Water Group Co., Ltd.* (台州市水務集團股份有限公司), a joint stock company established in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1542)
"Company Law"
Company Law of the People's Republic of China (中華人民共和國公司法), as promulgated by the Standing Committee of the Eighth National People's Congress on 29 December 1993 and effective on 1 July 1994, as amended, supplemented or otherwise modified from time to time
"connected person(s)"
has the meaning ascribed to it under the Listing Rules
"Director(s)"
the director(s) of the Company
"Domestic Share(s)"
issued ordinary share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are subscribed for and paid up in RMB
"Group", "we" or "our"
the Company and its subsidiaries
"H Share(s)"
overseas listed foreign share(s) in the share capital of the Company with a nominal value of RMB1.00 each, which are listed on the Main Board of the Stock Exchange and traded in HKD
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DEFINITIONS
"HKD" or "HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"Independent Third Party(ies)"
party(ies) who is (are) not connected person(s) of the Company and its subsidiaries
"Latest Practicable Date"
26 May 2025, being the latest practicable date prior to the printing and/or publication of this circular for ascertaining certain information contained herein
"Listing Rules"
the Rules Governing the Listing of Securities on the Stock Exchange, as amended, supplemented or otherwise modified from time to time
"Notice of AGM"
the notice convening the AGM set out on pages AGM-1 to AGM-3 of this circular
"Prospectus"
the prospectus of the Company dated 17 December 2019
"RMB"
Renminbi, the lawful currency of the PRC
"SFO"
the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
"Share(s)"
the Domestic Share(s) and/or the H Share(s)
"Shareholder(s)"
holder(s) of Share(s)
"Stock Exchange"
The Stock Exchange of Hong Kong Limited
"Strategy Committee"
the strategy committee of the Board
"subsidiary/(ies)"
has the meaning ascribed to it under the Listing Rules
"Supervisor(s)"
member(s) of the supervisory committee of the Company
"%"
per cent
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For identification purposes only
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LETTER FROM THE BOARD
Taizhou Water Group Co., Ltd.* 台州市水務集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1542)
Executive Directors:
Mr. Yang Jun (Chairman)
Mr. Pan Gang
Non-executive Directors:
Mr. Lin Genman
Ms. Fang Ya
Mr. Yu Yangbin
Mr. Yang Yide
Mr. Lin Yang
Mr. Shao Aiping
Ms. Ying Nan
Independent non-executive Directors:
Ms. Lin Suyan
Ms. Hou Meiwen
Mr. Li Wai Chung
Mr. Wang Yongyue
Mr. Huang Chun
Registered Office and Principal Place of Business in the PRC:
No. 308 Yin Quan Road
Xicheng Street
Huangyan District
Taizhou, Zhejiang Province
PRC
Principal Place of Business in Hong Kong:
19/F., Golden Centre
188 Des Voeux Road Central
Hong Kong
28 May 2025
To the Shareholders
Dear Sir or Madam,
(1) PROPOSED APPOINTMENT OF DIRECTOR;
(2) PROPOSED PROFIT DISTRIBUTION PLAN;
AND
(3) NOTICE OF THE ANNUAL GENERAL MEETING
1. INTRODUCTION
At the Annual General Meeting, resolutions will be proposed for the Shareholders to consider and, if thought fit, approve, among other matters, (1) the proposed appointment of the Director; (2) the proposed profit distribution plan, and to give you the Notice of AGM.
- For identification purposes only
LETTER FROM THE BOARD
2. PROPOSED APPOINTMENT OF DIRECTOR
Reference is made to the announcement of the Company dated 28 March 2025 in relation to the proposed change of non-executive Director and member of the Strategy Committee. The Board has resolved to appoint Mr. Ye Xiaofeng (葉曉峰) (“Mr. Ye”) as a non-executive Director and a member of the Strategy Committee for a term commencing from the date of approval at the AGM until the expiration of the term of the sixth session of the Board. The appointment of Mr. Ye will only become effective after being approved by the Shareholders at the AGM.
The biographical details of Mr. Ye are as follows:
Mr. Ye Xiaofeng (葉曉峰), aged 37, graduated with a bachelor’s degree in engineering, from Zhejiang Gongshang University (浙江工商大學) in June 2010 and was accredited as an intermediate software design engineer by the Zhejiang Provincial Department of Human Resources and Social Security (浙江省人力資源和社會保障廳) in May 2009. Mr. Ye has served as: (i) a staff of Culture, Radio, Television, Tourism and Sports Bureau of Luqiao district, Taizhou city (台州市路橋區文化和廣電旅遊體育局) from September 2010 to May 2013; (ii) the head of Information Department of the Office of Chinese Communist Party Taizhou Luqiao District Committee (中共台州市路橋區委辦公室) from May 2013 to May 2021; (iii) a director of Taizhou Luqiao District State-owned Assets Investment Holding Co., Ltd. (台州市路橋區國有資產投資控股有限公司) from August 2021 to February 2024; (iv) a non-executive Director and a member of the Strategy Committee of the Company from December 2022 to June 2024; and (v) the chairman of the board of directors, the legal representative and the manager of both Taizhou Luqiao Metal Recycling Base Infrastructure Construction Investment Co., Ltd. (台州市路橋金屬再生基地基礎設施建設投資有限公司) and Taizhou Luqiao District Modern Service Industry Development Co., Ltd. (台州市路橋區現代服務業發展有限公司) from March 2024 to February 2025. Mr. Ye has been serving as: (i) a director, a party committee member and the deputy general manager of Taizhou Luqiao Public Assets Investment Management Group Co., Ltd. (台州市路橋公共資產投資管理集團有限公司), a substantial shareholder of the Company, since June 2021; (ii) a director of Taizhou Luqiao State-owned Assets Development Group Co., Ltd. (台州市路橋國有資產發展集團有限公司) since April 2023; and (iii) the chairman of the board of directors, the legal representative and the manager of Taizhou Luqiao Fuxinda Industrial Development Co., Ltd.* (台州市路橋復鑫達實業發展有限公司) since February 2024.
Mr. Ye will not be entitled to remuneration for acting as a non-executive Director of the Company.
Save as disclosed above, Mr. Ye confirmed that, (1) he does not hold any other positions in the Company or any of its subsidiaries and also has not served as a director nor a supervisor in any other listed companies in the past three years; (2) he does not have any relationship with any other directors, supervisors, senior management or substantial or controlling shareholders of the Company or any of its subsidiaries; and (3) he does not
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LETTER FROM THE BOARD
have any interest in any Shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the Latest Practicable Date.
Save as disclosed above, Mr. Ye confirmed that, there is no other information that needs to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters concerning the appointment of Mr. Ye as a non-executive Director that need to be brought to the attention of the Shareholders.
The resolution in respect of the appointment of Mr. Ye as a non-executive Director of the sixth session of the Board will be proposed at the AGM for consideration and approval by the Shareholders. In the event that Mr. Ye is appointed as a non-executive Director at the AGM, the Company will enter into a service agreement with Mr. Ye. Mr. Ye will be subject to retirement and re-election in accordance with the Articles of Association upon expiry of his term of office.
3. PROPOSED PROFIT DISTRIBUTION PLAN
The Board has resolved to submit to the Shareholders for their consideration and approval a profit distribution plan for the year ended 31 December 2024. Taking into account that the Company recorded a loss attributable to owners of the parent for the year ended 31 December 2024 amounted to approximately RMB95.6 million, the Board proposed that no dividend will be distributed to the Shareholders for the year ended 31 December 2024 (the "Profit Distribution Plan for 2024").
According to the Company Law and the Articles of Association, an ordinary resolution will be proposed at the AGM to approve the Company's Profit Distribution Plan for 2024.
4. AGM
The form of proxy and the reply slip of the AGM are enclosed herewith.
Whether or not you intend to attend and vote at the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the H Share registrar and transfer office of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (in respect of holders of H Shares), or to the Company's registered office in the PRC at No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC (in respect of holders of Domestic Shares) as soon as possible but in any event by not later than 24 hours before the time appointed for holding of the AGM (i.e. before 3:00 p.m. on Thursday, 26 June 2025) or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish and in such event the form of proxy shall be deemed to be revoked.
LETTER FROM THE BOARD
If you intend to attend the AGM in person or by proxy, you are required to complete the enclosed reply slip and return the same to Computershare Hong Kong Investor Services Limited (in respect of holders of H Shares) and the Company's registered office in the PRC (in respect of holders of Domestic Shares) on or before Friday, 6 June 2025.
5. CLOSURE OF REGISTER OF MEMBERS
The forthcoming Annual General Meeting is scheduled to be held on Friday, 27 June 2025. For determining the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Wednesday, 28 May 2025 to Friday, 27 June 2025, both days inclusive, during which period no transfer of Shares will be effected. In order to be qualified to attend and vote at the Annual General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the H Share Registrar of the Company, namely 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, 27 May 2025.
6. VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules, voting by any Shareholders at a general meeting shall be by way of poll, except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. The chairman of the general meeting shall require each of the resolutions proposed at the AGM to be voted by way of poll according to the Articles of Association.
During voting by way of poll, each Shareholder who attends in person or by proxy (or if the Shareholder is a company, then its officially authorised representative) may have one vote for each Share recorded under his/her/its name as set out in the register of members of the Company. The Company will announce the poll results after the AGM in the manner as stipulated under Rule 13.39(5) of the Listing Rules.
7. RECOMMENDATION
The Directors consider that all resolutions set out in the Notice of AGM for consideration and approval by Shareholders are in the interests of the Group and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the Notice of AGM.
By order of the Board
Taizhou Water Group Co., Ltd.*
YANG Jun
Chairman
- For identification purposes only
NOTICE OF AGM
Taizhou Water Group Co., Ltd.* 台州市水務集團股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1542)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of Taizhou Water Group Co., Ltd.* (台州市水務集團股份有限公司) (the "Company") will be held at Conference Room, Taizhou Water Group Co., Ltd., No. 308 Yin Quan Road, Xicheng Street, Huangyan District, Taizhou, Zhejiang Province, the PRC at 3:00 p.m. on Friday, 27 June 2025 to consider and, if thought fit, to pass, with or without modifications, the following resolutions of the Company. Unless otherwise stated, capitalised terms used in this notice shall have the same meanings as defined in the circular of the Company dated 28 May 2025.
ORDINARY RESOLUTIONS
- To consider and approve the report of the board of directors of the Company (the "Board") for the year ended 31 December 2024;
- To consider and approve the report of the supervisory committee of the Company for the year ended 31 December 2024;
- To consider and approve the auditor's report, audited financial statements and annual report of the Company for the year ended 31 December 2024;
- To consider and approve the final financial accounts for the year ended 31 December 2024 and the financial budget for the year ending 31 December 2025;
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To consider and approve the Company's profit distribution plan for the year ended 31 December 2024 for not distributing final dividend; and
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For identification purposes only
NOTICE OF AGM
- To consider and approve the appointment of Mr. Ye Xiaofeng as a non-executive director of the sixth session of the Board of the Company.
By order of the Board
Taizhou Water Group Co., Ltd.*
YANG Jun
Chairman
Taizhou, the PRC
28 May 2025
Notes:
- For details of the resolutions to be approved in this AGM, please refer to the circular.
- The register of members of the Company will be closed from Wednesday, 28 May 2025 to Friday, 27 June 2025 (both days inclusive), during which period no transfer of Shares will be effected. In order to be qualified to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the H Share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong no later than 4:30 p.m. on Tuesday, 27 May 2025.
- Shareholders who are entitled to attend and vote at the AGM may appoint one or more proxies to attend and, in the event of a poll, vote on their behalf. A proxy needs not be a Shareholder.
- Shareholder shall entrust a proxy by a written form of proxy which shall be signed by such Shareholder or an agent entrusted by such Shareholder in writing under the hand of a Shareholder. If the Shareholder is a legal person, the power of attorney shall be affixed with its official seal or signed by its director or an agent or other personnel officially entrusted thereby. Such power of attorney shall specify the number of Shares held by the Shareholder represented by each proxy.
- In order to be valid, the form of proxy must be deposited, for the holders of H Shares, to the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong or, for the holders of Domestic Shares, to the Company's registered office in the PRC, not less than 24 hours prior to the commencement of the AGM (i.e. before 3:00 p.m. on Thursday, 26 June 2025). If the proxy form is signed by a person authorised by the Shareholder, the power of attorney or other authorisation documents shall be notarised. Completion and return of the proxy form will not preclude Shareholders from attending and voting in person at the AGM or any adjourned meetings should you so wish.
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Shareholders shall show their identity papers when attending the AGM. A proxy, who is on behalf of a Shareholder, shall show his/her identity paper, proxy form and a copy of identity paper of the Shareholder.
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For identification purposes only
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AGM-2 -
NOTICE OF AGM
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Corporate Shareholder shall appoint its legal representative or authorised representative to attend the AGM. Such person shall show his/her identity paper and a copy of corporate's business certificate affixed with its official seal. If corporate Shareholders appoint authorised representative to attend the AGM, the authorised representative shall show his/her identity paper, the original document of power of attorney issued by the such legal person and a copy of corporate's business certificate affixed with its official seal (except for a clearing house or its proxy).
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Shareholders who intend to attend the AGM should complete and return the reply slip in writing by hand or by post to the H Share registrar of the Company, namely Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or the registered office of the Company in the PRC (for holders of Domestic Shares) before Friday, 6 June 2025.
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The AGM is expected to take less than half a day, Shareholders who attend the AGM shall be responsible for their own travel and accommodation expenses.
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The name and address of the Company's H Share registrar in Hong Kong is as follows:
Computershare Hong Kong Investor Services Limited
Shops 1712-1716
17th Floor, Hopewell Centre
183 Queen's Road East
Wan Chai
Hong Kong
- The registered office of the Company in the PRC is as follows:
No. 308 Yin Quan Road
Xicheng Street
Huangyan District
Taizhou, Zhejiang Province
PRC
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If more than one of joint Shareholders attend the meeting, whether in person or by proxy, the vote of the senior joint Shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint Shareholders and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint shareholding.
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AGM-3 -