Water Oasis Group Limited — Proxy Solicitation & Information Statement 2020

Sep 3, 2020

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Shenzhen Expressway Company Limited , you should at once hand this circular to the purchaser or 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.

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SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

ABSORPTION AND MERGER OF WHOLLY-OWNED SUBSIDIARIES AND APPOINTMENT OF DIRECTOR

The second extraordinary general meeting 2020 (“ EGM ”) of Shenzhen Expressway Company Limited (“ Company ”) are to be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC at 10:00 a.m. on Tuesday, 29 September 2020. The notice of the EGM (the “ EGM Notice ”), proxy form (“ Proxy Form ”) and the reply slip of the EGM have been published and despatched to the shareholder of the Company on 14 August 2020. The EGM Notice is set out on pages 8 to 9 of this circular.

Whether or not you intend to attend the EGM, you are requested to complete the Proxy Form in accordance with the instructions printed thereon and return the same to the registrar of H shares of the Company, Hong Kong Registrars Limited, at Floor 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H shares) or to the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the People’s Republic of China (for the holders of A shares) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) should you so wish.

4 September 2020

CONTENTS

		Page
Definitions . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
Notice of the EGM	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8

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DEFINITIONS

In this circular, the following expressions have the following meanings unless the context requires otherwise:

“A Share(s)” Renminbi-denominated ordinary shares of the Company which were issued in the PRC and subscribed in RMB and are listed on the Shanghai Stock Exchange “Articles” articles of association of the Company “Board” the board of Directors “Company” Shenzhen Expressway Company Limited, a joint stock limited company incorporated in the PRC with limited liability, the H shares of which are listed on the Stock Exchange and the A shares of which are listed on the Shanghai Stock Exchange “Coastal Company” Shenzhen Guangshen Coastal Expressway Investment Company Limited (深圳市廣深沿江高速公路投資有限公司), a limited company incorporated in the PRC and a wholly-owned subsidiary of the Company “Director(s)” the director(s) of the Company “EGM” the second extraordinary general meeting 2020 of the Company to be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC, at 10:00 a.m., Tuesday, 29 September 2020, or any adjournment thereof

• “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Jihe East Company” Shenzhen Airport-Heao Expressway (Eastern Section) Company Limited (深圳機荷高速公路東段有限公司), a limited company incorporated in the PRC and a wholly-owned subsidiary of the Company

• “Latest Practicable Date” 1 September 2020, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

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DEFINITIONS

“PRC”	the People’s Republic of China, and for the purposes of this
	circular, excluding Hong Kong, the Macau Special Administrative
	Region and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	holder(s) of the shares of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited

Notes:

In this circular, certain English names of Chinese entities are translation of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail.

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LETTER FROM THE BOARD

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SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

Executive Directors: Legal Address: Mr. HU Wei (Chairman) Fumin Toll Station, Mr. LIAO Xiang Wen (President) Fucheng Street, Mr. WEN Liang Longhua District, Mr. WANG Zeng Jin Shenzhen, PRC Non-executive Directors: Place of Business in PRC: Ms. CHEN Yan Podium Levels 2-4, Mr. FAN Zhi Yong Jiangsu Building, Mr. CHEN Yuan Jun Yitian Road, Futian District, Independent Non-executive Directors: Shenzhen, PRC Mr. CAI Shu Guang Mr. WAN Siu Wah Wilson Principal Place of Business in Hong Kong: Ms. CHEN Xiao Lu Room 1603, 16/F, China Building, Mr. BAI Hua 29 Queen’s Road Central, Central, Hong Kong 4 September 2020 To the Shareholders

Dear Sirs or Madams,

ABSORPTION AND MERGER OF WHOLLY-OWNED SUBSIDIARIES AND APPOINTMENT OF DIRECTOR

INTRODUCTION

The purpose of this circular is to provide you with details of (i) the proposed absorption and merger of Jihe East Company and Coastal Company; and (ii) the proposed appointment of Mr. Chen Zhi Sheng as a Director.

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LETTER FROM THE BOARD

(I) ABSORPTION AND MERGER OF WHOLLY-OWNED SUBSIDIARIES

The Company intends to absorb and merge two of its wholly-owned subsidiaries, Jihe East Company and Coastal Company, and deregister the said two subsidiaries after completion of the absorption and merger.

(1) Reason of the Absorption and merger

In order to reduce its management level, give full play to the economic efficiency of asset integration, and satisfy the needs of the overall renovation and expansion of Jihe Expressway, the Company proposes to absorb and merge with Jihe East Company and Coastal Company, both being its wholly-owned subsidiaries. According to the Articles, the Company as the merging party has to submit the aforesaid matters to the EGM for consideration and approval.

(2) Information of Jihe East Company and Coastal Company

Jihe East Company

Jihe East Company, is a limited company incorporated in the PRC wholly-owned by the Company with a registered capital of RMB440 million. It principally engages in the construction, toll collection, management, toll station management and comprehensive service on ancillary facilities of the east section of the expressway from Shenzhen International Airport to He’ao.

As at 31 December 2019, Jihe East Company’s total assets was RMB932.34 million and the net assets was RMB660 million. For year 2019, its revenue was RMB770.97 million and its net profit was RMB427.54 million. The aforesaid financial figures have been audited.

Coastal Company

Coastal Company, is a limited company incorporated in the PRC wholly-owned by the Company with a registered capital of RMB4,600 million. It principally engages in construction and operation of the Shenzhen section of the Costal Expressway from Guangzhou to Shenzhen.

As at 31 December 2019, Coastal Company’s total assets was RMB8,178.54 million and the net assets was RMB6,130.02 million. For year 2019, its revenue was RMB534.07 million and its net profit was RMB583.39 million. The aforesaid financial figures have been audited.

(3) The Absorption and Merger

The Company will merge with all assets, liabilities, business and personnel of Jihe East Company and Coastal Company through absorption and merger. Upon completion of the absorption and merger, the Company will continue to exist and operate while the independent legal status of Jihe East Company and Coastal Company will be deregistered. The base date of the absorption and merger is tentatively fixed on 30 November 2020 and subject to the progress of the absorption and merger and further negotiation of the relevant parties in the

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LETTER FROM THE BOARD

absorption and merger. The assets, liability and profit and loss generated by Jihe East Company and Coastal Company during the period between the base date and completion date of the absorption and merger will be belonged to and bore by the Company. Upon completion of the absorption and merger, all assets, liabilities, business and other rights and obligations of Jihe East Company and Coastal Company will be succeeded by the Company and the personnel therein will also be accepted by the Company. The absorption and merger will not lead to any change to the name, business scope, registered capital and shareholding structure of the Company.

(4) Impact of the Absorption and Merger

The absorption and merger is beneficial for the reducing the management level in the Company, help to give full play to the economic efficiency of asset integration, and satisfy the needs of the overall renovation and expansion of Jihe Expressway (including Jihe East section invested and operated by Jihe East Company and Jihe West section invested and operated by the Company). Since Jihe East Company and Coastal Company are wholly-owned subsidiaries of the Company whose financial statements are consolidated into the Group, the absorption and merger will not have any actual impact on the profit and loss of the Company for the current period, and will not lead to any actual impact on the Company’s financial condition and operation results, and also will not adversely impact the Company and all of its Shareholders.

Pursuant to the PRC Company Law and the Articles, the proposed absorption and merger of Jihe East Company and Coastal Company by the Company shall be subject to the approval of the Shareholders by way of special resolution at the EGM. The absorption and merger of the Jihe East Company and Coastal Company does not constitute a notifiable or connected transaction of the Company under Chapter 14 and Chapter 14A of the Listing Rules.

(II) APPOINTMENT OF DIRECTOR

On13 August 2020, Mr. Chen Kai, a non-executive Director, tendered his written resignation as a Director due to work change. His resignation has become effective on 13 August 2020.

The Company recently received letters from its shareholder, Xin Tong Chan Development (Shenzhen) Co., Ltd., wherein Xin Tong Chan Development (Shenzhen) Co., Ltd. proposed Mr. Chen Zhi Sheng be nominated as a candidate for the Director. Pursuant to the Articles and its schedules, Shareholder(s) individually or collectively holding more than 1% of the issued share capital of the Company may nominate candidates for the Director. Xin Tong Chan Development (Shenzhen) Co., Ltd. holds approximately 30.03% of the issued shares of the Company as at the Latest Practicable Date. Accordingly, the Company shall consider its written requisition.

On 13 August 2020, the Board held a meeting and approved that Mr. Chen Zhi Sheng be nominated as a candidate of the Director and be proposed to the EGM of the Company for election.

Resume of Mr. Chen Zhi Sheng is as follows:

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LETTER FROM THE BOARD

Mr. Chen Zhi Sheng, born in 1961, holds a professional title as a senior accountant, obtained a bachelor degree, master degree and doctor degree in accounting from Xiamen University. He has more than 30 years of experience in financial management, corporate management, and investment and financing management. Mr. Chen had successively worked in Xiamen University, Shenzhen Municipal Government and Shenzhen Investment Management Company, etc. He had successively served as an executive director, director, party secretary, deputy party secretary and general manager in Shenzhen Capital Holdings Co., Ltd. for the period from December 2009 to July 2020.

Save as disclosed above, Mr. Chen Zhi Sheng also confirms that (i) he did not hold any other directorships in any other listed public companies in the last three years; (ii) he has no relationship with any Directors, Supervisors, senior management or substantial shareholders or controlling shareholders of the Company; and (iii) he has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, the Company considers that there is no information which is discloseable nor is/was Mr. Chen Zhi Sheng involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2) of Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there is no other matter relating to the nomination of Mr. Chen Zhi Sheng that needs to be notified the shareholders.

Upon approval at the EGM, the appointment of Mr. Chen Zhi Sheng will be effective immediately, with the term of office ending on 31 December 2020. The Company will enter into a director’s service contract with Mr. Chen Zhi Sheng.

As approved by the extraordinary general meeting of the Company held on 28 December 2017, the Company will not fix or pay any director’s fee to the non-executive Directors who receives salary in shareholders’ entities.

In addition, Directors who attend or observe the relevant meetings may obtain meeting subsidy. The standard of meeting subsidy for attending each meeting will be RMB1,000 (after tax) and the standard of meeting subsidy for observing each meeting will be RMB500 (after tax).

EGM

The Company will convene the EGM at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC at 10:00 a.m. Tuesday, 29 September 2020 to consider and, if thought fit, to approve (i) proposed absorption and merger of Jihe East Company and Coastal Company by special resolution; and (ii) proposed appointment of Mr. Chen Zhi Sheng as a Director by ordinary resolution. Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, voting at the EGM will be taken by poll.

The EGM Notice, Proxy Form and the reply slip of the EGM have been published and despatched to the Shareholders on 14 August 2020. The EGM Notice is set out on pages 8 to 9 of this circular.

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LETTER FROM THE BOARD

Whether or not you intend to attend the EGM, you are requested to complete the Proxy Form in accordance with the instructions printed thereon and return the same to the registrar of H Shares of the Company, Hong Kong Registrars Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for H Shareholders) or to the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC (for A Shareholders) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM.

Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjourned meeting(s) should you so wish.

RECOMMENDATION

The Board considers that each of the (i) proposed absorption and merger of Jihe East Company and Coastal Company; and (ii) proposed appointment of Mr. Chen Zhi Sheng as a Director is in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions on the aforesaid matters to be proposed at the EGM.

Yours faithfully, By Order of the Board of Shenzhen Expressway Company Limited HU Wei

Chairman

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NOTICE OF EGM

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SHENZHEN EXPRESSWAY COMPANY LIMITED

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

(Stock Code: 00548)

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2020

Notice is hereby given that the Second Extraordinary General Meeting 2020 (the “ EGM ”) of Shenzhen Expressway Company Limited (the “ Company ”) will be held at the conference room of the Company at Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, the PRC at 10 a.m. on Tuesday, 29 September 2020 to consider and, if thought fit, pass the following resolutions:

SPECIAL RESOLUTION

1. To consider and approve the resolution in relation to the absorption and merger of certain whollyowned subsidiaries, approve the absorption and merger of Shenzhen Airport-Heao Expressway (Eastern Section) Company Limited (深圳機荷高速公路東段有限公司) and Shenzhen Guangshen Coastal Expressway Investment Company Limited (深圳市廣深沿江高速公路投資有限公司) by the Company, and authorise the Board or any Director(s) authorised by the Board to make amendment(s) to the absorption and merger proposal (such amendments shall not constitute substantive changes to the proposal), and to do all such further acts and things and sign the relevant documents on behalf of the Company which are necessary and appropriate for implementing the absorption and merger proposal.

ORDINARY RESOLUTION

1. To consider and approve the resolution in relation to the appointment of the Director of the eighth session of the board of directors of the Company: Mr. Chen Zhi Sheng be appointed as a Director of the eighth session of the board of directors of the Company with immediate effect and until 31 December 2020.

By Order of the Board Hu Wei Chairman

Shenzhen, the PRC, 14 August 2020

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NOTICE OF EGM

Notes:

1. Eligibility for attending the EGM

Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 28 August 2020 shall have the right to attend the EGM after complying with the necessary registration procedures.

2. Registration procedures for attending the EGM

• i. Shareholders intending to attend the EGM should deliver to the Company, on or before 9 September 2020, either in person, by post or by fax, the reply slip (together with any required registration documents) for attending the EGM.

• ii. Holders of H shares of the Company please note that the register of holders of H shares of the Company will be closed from 29 August 2020 to 29 September 2020 (both days inclusive), during which period no transfer of H shares of the Company will be registered. Holders of H shares of the Company who intend to attend the EGM must deliver their instruments of transfer together with the relevant share certificates to Hong Kong Registrars Limited, the registrar of H shares of the Company, at Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, at or before 4:30 p.m. on 28 August 2020.

3. Proxy

• i. Shareholders entitled to attend and vote at the EGM are entitled to appoint, in written form, one or more proxies (whether a shareholder or not) to attend and vote on his behalf.

• ii. A proxy should be appointed by written instrument signed by the appointor or his attorney. If the written instrument is signed by the attorney of the appointor, the written authorisation or other authorisation documents of such attorney should be notarised. In order to be valid, for holders of A shares of the Company, the written authorisation or authorisation documents which have been notarised together with the completed proxy form must be delivered to the Company not less than 24 hours before the time of the holding of the EGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to Hong Kong Registrars Limited, at Floor 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, within the same period.

• iii. Shareholder or his proxy should produce identity proof when attending the EGM.

4. Poll

Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Articles of Association of the Company, voting at the EGM on the resolutions set out in the notice of the EGM will be taken by poll.

5. Other matters

• i. The duration of the EGM is expected not to exceed one day. Shareholders or proxies who attend the EGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.

• ii. Address of Hong Kong Registrars Limited (for share transfer): Shops 1712-16, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong

• iii. Address of the Company:

Podium Levels 2-4, Jiangsu Building, Yitian Road, Futian District, Shenzhen, PRC Postal code: 518026 Tel.: (86) 755-8285 3332 Fax: (86) 755-8285 3411

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