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Water Oasis Group Limited Proxy Solicitation & Information Statement 2025
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Proxy Solicitation & Information Statement
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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 Corporation Limited, you should at once hand this circular and the accompanying form of proxy 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.
深圳高速公路集團股份有限公司
SHENZHEN EXPRESSWAY CORPORATION LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00548)
(1) GENERAL MANDATE TO REGISTER AND ISSUE DEBENTURES;
(2) GUARANTEE MANDATE;
(3) APPOINTMENT OF DIRECTOR; AND
(4) NOTICE OF THE 2024 ANNUAL GENERAL MEETING
The 2024 annual general meeting (“AGM”) of Shenzhen Expressway Corporation Limited (“Company”) will be held at the conference room of the Company on 46th Floor, Hanking Center Tower, No.9968 Shennan Avenue, Nanshan District, Shenzhen, the People’s Republic of China at 10:00 a.m. on Monday, 30 June 2025. The notice of the AGM is set out on pages 11 to 15 of this circular. The proxy form (“Proxy Form”) of the AGM is enclosed hereto.
Whether or not you intend to attend the AGM, 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, Computershare Hong Kong Investor Services Limited, at Floor 17M, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for the holders of H shares) or to the Company on 46th Floor, Hanking Center Tower, No.9968 Shennan Avenue, Nanshan 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 AGM. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the AGM should you so wish. For the avoidance of doubt, holders of Treasury Shares of the Company (if any) shall abstain from voting at the Company’s general meeting in connection to such Treasury Shares.
7 June 2025
CONTENTS
Page
Definitions ... 1
Letter from the Board ... 3
Notice of the AGM ... 11
- i -
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"A Shareholders"
holders of A Shares
"A Shares"
domestic shares with nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the main board of the SSE and traded in RMB (stock code: 600548)
"AGM"
the 2024 annual general meeting to be convened and held by the Company at the conference room of the Company on 46th Floor, Hanking Center Tower, No.9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Monday, 30 June 2025 or any adjournment thereof
"Articles"
the articles of association of the Company (as amended from time to time)
"Board"
the board of directors of the Company
"business day(s)"
a day on which commercial banks in Hong Kong are generally open for business (excluding Saturday, Sunday, public holiday or any day on which a tropical cyclone warning No.8 or above or a "black rainstorm warning signal" is hoisted in Hong Kong at any time between the hours of 9:00 a.m. and 5:00 p.m.)
"Company"
Shenzhen Expressway Corporation Limited, a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the main board of the Stock Exchange and the A Shares of which are listed on the main board of the SSE
"Debentures"
the debentures that may be issued by the Company pursuant to the general mandate proposed to be obtained from the Shareholders at the AGM
"Director(s)"
the director(s) of the Company
"Group"
the Company and its subsidiaries
"Hong Kong"
the Hong Kong Special Administrative Region of the PRC
"HK$"
Hong Kong dollars, the lawful currency of Hong Kong
"H Shareholders"
holders of H Shares
- 1 -
DEFINITIONS
| “H Shares” | the overseas listed foreign share(s) with nominal value of RMB1.00 each in the ordinary share capital of the Company, which are listed on the main board of Stock Exchange and traded in HK$ (stock code: 00548) |
|---|---|
| “Latest Practicable Date” | 6 June 2025, being the latest practicable date for ascertaining certain information for inclusion in this circular |
| “Listing Rules” | the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited |
| “PRC” | the People’s Republic of China |
| “RMB” | Renminbi, the lawful currency of the PRC |
| “Shares” | share(s) in the issued share capital of the Company |
| “Shareholders” | holders of the Shares |
| “SSE” | Shanghai Stock Exchange |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited |
| “Treasury Shares” | as defined in the Listing Rules from time to time |
| “%” | per cent |
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
深圳高速公路集團股份有限公司
SHENZHEN EXPRESSWAY CORPORATION LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00548)
Executive Directors:
Mr. XU En Li (Chairman)
Mr. LIAO Xiang Wen (President)
Mr. YAO Hai
Mr. WEN Liang
Legal Address:
Fumin Toll Station,
Fucheng Street,
Longhua District, Shenzhen,
PRC
Non-executive Directors:
Ms. WU Yan Ling
Ms. ZHANG Jian
Place of Business in PRC:
46th Floor, Hanking Center Tower,
No.9968 Shennan Avenue, Nanshan District,
Shenzhen, PRC
Independent Non-executive Directors:
Mr. LI Fei Long
Mr. MIAO Jun
Mr. XU Hua Xiang
Mr. YAN Yan
Principal Place of Business in Hong Kong:
Room 1603, 16/F,
China Building,
29 Queen's Road Central,
Central, Hong Kong
7 June 2025
To the Shareholders of the Company
Dear Sirs or Madams,
(1) GENERAL MANDATE TO REGISTER AND ISSUE DEBENTURES;
(2) GUARANTEE MANDATE;
(3) APPOINTMENT OF DIRECTOR; AND
(4) NOTICE OF THE 2024 ANNUAL GENERAL MEETING
(I) INTRODUCTION
The purpose of this circular is to provide you with the relevant details in relation to the abovementioned matters in order to enable the Shareholders to make informed decisions on voting for, against or abstain on the resolutions to be proposed at the AGM.
LETTER FROM THE BOARD
(II) MATTERS TO BE CONSIDERED
1 General mandate to register and issue Debentures
Details of the general mandate to register and issue Debentures are as follows:
(1) Register and issue size: The maximum total amount of the Debentures to be registered under the General Mandate shall not exceed the equivalent of RMB20 billion, and the total outstanding balance of the Debentures to be issued under the General Mandate shall not exceed the equivalent of RMB17 billion, the details of which are as follows:
| No. | Type of Bond | Registered Amount (RMB billion) | Outstanding Balance after Issuance (RMB billion) |
|---|---|---|---|
| 1 | Corporate bonds (including perpetual type) | 10 | 7 |
| 2 | Medium-term notes (including perpetual type) | 5 | 2 |
| 3 | Extra-short-term commercial papers | – | 3 |
| 4 | Other | 5 | 5 |
| Total | 20 | 17 |
(2) Target subscribers and arrangement for placement to shareholders: Target subscribers are investors in compliance with the requirements of relevant laws and regulations. The Debentures shall not be placed to the existing shareholders on a preferential basis;
(3) Type of the Debentures: Including but not limited to medium-term notes (including perpetual type), short-term/extra-short-term commercial papers, short-term/extra-short-term corporate bonds, asset-backed commercial paper/securities, corporate bonds (including perpetual type), enterprise bonds (including perpetual type), private bonds (including non-public oriented debt financing instruments, debt investment plans, trust investment plans, etc., including perpetual type), offshore bonds (including perpetual type) and other new types of bonds, etc.;
(4) Maturity: Each term of maturity for short-term/extra short-term commercial paper and short-term/extra short-term corporate bond shall not exceed 1 year, and each term of maturity for medium-term notes, asset-backed commercial paper/securities, corporate bonds, enterprise bonds, private bonds and offshore bonds, etc. shall exceed 1 year, which may be issued under single category with one maturity term or mixed categories with different maturity terms. Specific terms are to be determined by the board of directors or its authorised person(s) with reference to the market conditions and the Group's needs for funding;
LETTER FROM THE BOARD
(5) Interest rate: It is expected that the interest rate will not exceed the average interest rate of same type of debentures for the same maturity and same rating in the market at the time of issue. Actual interest rate is to be determined by the board of directors or its authorised person(s) with reference to the market conditions at the time of issue;
(6) Use of proceeds: Replenishment of the Company's and/or its subsidiaries' working capital, capital contribution, capital expenditure, repayment of the Company's and/or its subsidiaries' existing debts and capital requirements for new projects, etc.;
(7) Listing: To be determined by the Board or its authorised person(s) with reference to the regulatory requirements and market conditions at the time of issue;
(8) Guarantee: The specific type of guarantee (if necessary) is to be determined by the Board or its authorised person(s) with reference to the market conditions at the time of issue and approved within its authority;
(9) Locking of interest rates and exchange rates: To determine and approve the transaction(s) in relation to the locking of the interest rates and exchange rates of the Debentures upon completion of issuance,
(10) Validity of the resolutions: From the date on which the resolutions are approved by the general meeting to the date on which the 2025 annual general meeting is held. If the approval/registration for the issuance is approved by the administrative department for Debentures during the aforesaid validity period, the relevant authorised validity period of the specific implementation matters in relation to the issuance pursuant to such approval/registered amount, and the related post-issuance procedures such as registration, filing, listing, etc. at the trading/listing offices of the relevant exchanges/interbank market, shall be from the date on which the resolutions are approved by the general meeting of the Company to the completion date of such specific implementation matters;
(11) Authorisation arrangement: On the condition that the asset-liability ratio of the Group's consolidated financial statements does not exceed 65%, two executive directors are further authorised by the board of directors to determine, approve and handle the following matters according to the Company's needs and market conditions:
1) to determine the specific terms, conditions and related matters of the Debentures to be registered and issued under the general mandate, including but not limited to determination of the category to be registered and issued, total principal amount, interest rate or its methods of determination, terms, credit rating, guarantee, protection measures for repayment, any repurchase or redemption terms, any placement arrangement, option to adjust nominal interest rate and use of proceeds, etc.;
LETTER FROM THE BOARD
2) to make all necessary and incidental arrangements for the register and issue of Debentures under the general mandate (including but not limited to obtaining approvals, engaging intermediaries, determination of underwriting arrangements, preparation and dissemination of relevant application documents to regulatory authorities and obtaining approvals from such regulatory authorities, etc.);
3) to make all necessary arrangements for the implementation of the register and issue of Debentures under the general mandate (including but not limited to execution of all requisite documents and disclosures of relevant information in accordance with applicable laws, etc.);
4) in case of any changes in regulatory policies or market conditions, to adjust the specific issue proposals relating to the register and issue or other related matters according to the opinion of regulatory authorities;
5) for the existing Debentures of the Group, to decide and approve the adjustment of the coupon rates (if applicable), the redemptions and renewals of the Debentures, and other related matters taking into account the specific conditions of the Group and the market.
The general mandate to register and issue Debentures may or may not be approved by the Shareholders at the AGM. Even if the Board is granted with the general mandate, the register and issue of relevant Debentures is subject to the approval of relevant regulatory authorities. There is uncertainty in whether the general mandate to register and issue Debentures finally be exercised, Shareholders and investors are advised to be cautious about the uncertainty.
Reasons for the general mandate to register and issue Debentures
Based on the Company's financial position and current financial strategy, our financial works are mainly focused on reducing finance expenses and increasing sources of funding, subject to safeguarding financial security. The Board considers that the register and issue of Debentures will be beneficial to the broadening of the financing channels of the Company, reduction of finance costs of the Company and improvement of the debt structure of the Company and therefore recommends the implementation of the relevant works with reference to the market opportunities as well as timely register and issue of the Debentures subject to relevant approval. According to the provisions of the Articles of Association, the issue of the Debentures by the Company shall be approved at the general meeting by way of special resolutions. To take full advantage of the market opportunities and strive for a better issue terms, the Board proposes to the Shareholders to approve the special resolutions in relation to the general mandate at the AGM.
LETTER FROM THE BOARD
2. Guarantee Mandate
The Company proposes to assist its wholly-owned and non-wholly-owned subsidiaries in obtaining financial support to meet their operational and development needs, while also expanding the Group’s financing channels and reducing financial costs. The Board proposes to seek for shareholder’s approval at the AGM to grant the mandate for providing guarantees for its subsidiaries (the “Guarantee Mandate”). According to the Guarantee Mandate, the Board or its authorised executive directors may approve joint liability guarantees for relevant financing/letters of guarantee for wholly-owned and non-wholly-owned subsidiaries based on actual needs, as follows:
(1) The total amount of guarantees under the Guarantee Mandate shall not exceed RMB4.8 billion, which includes guarantees provided by the Group to all levels of wholly-owned and non-wholly-owned subsidiaries (including newly acquired or established subsidiaries). The total amount of guarantees for wholly-owned subsidiaries shall not exceed RMB1.3 billion (of which, the total amount of guarantees for wholly-owned subsidiaries with an asset-liability ratio exceeding 70% shall not exceed RMB300 million). The total amount of guarantees for non-wholly-owned subsidiaries shall not exceed RMB3.5 billion (of which, the total amount of guarantees for non-wholly-owned subsidiaries with an asset-liability ratio exceeding 70% shall not exceed RMB2.65 billion). The guarantees include financing guarantees and guarantees for issuing letters of guarantee.
(2) The mode of guarantee shall be a guarantee or other forms permitted by laws and regulations.
(3) Guarantees for non-wholly-owned subsidiaries must be jointly provided by all shareholders according to their shareholding ratios in the subsidiaries. If it is necessary for the Company to provide a guarantee exceeding its shareholding ratio, sufficient and realisable counter-guarantees for the excess guarantee amount must be provided by minority shareholders or third parties through mortgage or pledge. If necessary, a third-party guarantee company may be introduced to fulfill the guarantee responsibilities on a market basis, with related costs to be borne by minority shareholders.
(4) If a subsidiary uses asset mortgage, pledge, or guarantee to provide counter-guarantees for the guarantees provided to the Group, the authorised person may decide on that counter-guarantee matter, and the relevant counter-guarantee amount will not be included in the aforementioned total guarantee amount.
(5) The guarantee amounts for wholly-owned subsidiaries and non-wholly-owned subsidiaries under the Guarantee Mandate cannot be mutually adjusted. Wholly-owned and non-wholly-owned subsidiaries may mutually adjust their respective guarantee amounts (where subsidiaries with an asset-liability ratio exceeding 70% cannot adjust the guarantee amounts of subsidiaries with an asset-liability ratio not exceeding 70%, but vice versa is allowed).
- 7 -
LETTER FROM THE BOARD
(6) The validity period of the Guarantee Mandate shall be from the date of approval at the AGM until the date of the Company's 2025 annual general meeting.
(7) In accordance with relevant regulations, for guarantee that do not require special resolutions from the Board, the Board may further authorise two executive Directors to approve such related matters within the guarantee amount approved by the AGM.
3 Appointment of Director
The Company recently received a letter from its shareholder, Jiangsu Yunshan Capital Management Co., Ltd., wherein it has proposed Mr. Chen Yun Jiang be nominated as a candidate for the Director. Jiangsu Yunshan Capital Management Co., Ltd. holds approximately 10% of the issued shares of the Company as at the Latest Practicable Date. Pursuant to the Articles and its schedules, Jiangsu Yunshan Capital Management Co., Ltd. is eligible to nominate candidates for the Director. Accordingly, the Company shall consider its written requisition.
On 6 June 2025, the Board held a meeting and approved that Mr. Chen Yun Jiang be nominated as a candidate of the Director and be proposed to the AGM of the Company for election.
Resume of Mr. Chen Yun Jiang is as follows:
Mr. Chen Yun Jiang, born in September 1973, holds a master's degree in business administration from Nanjing University and has the title of Senior Economist. Mr. Chen possesses extensive experience in corporate management as well as investment and financing management. Mr. Chen had worked at Nanjing Jinling Construction and Decoration Co., Ltd. From March 1999 to November 2016, he worked at Jiangsu Aviation Industry Group Co., Ltd., where he successively held positions including deputy manager of the corporate management and development department, manager of the corporate management department, assistant general manager, and deputy general manager, etc. From November 2016 to November 2021, he worked at Jiangsu Yunsan Clean Energy Investment Holding Co., Ltd., serving as general manager and the chairman. From November 2021 to February 2025, Mr. Chen worked at Jiangsu Communications Holding Co., Ltd., successively serving as the manager of the party committee organisation department (human resources department) etc., and has concurrently act as the secretary of the party committee and the chairman of Jiangsu Expressway Company Limited (a company listed on SSE and the Stock Exchange) since April 2022. Since February 2025, Mr. Chen has been a member of the party committee and deputy general manager of Jiangsu Communications Holding Co., Ltd.
Save as disclosed above, Mr. Chen Yun Jiang 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.
LETTER FROM THE BOARD
Save as disclosed above, the Company considers that there is no information which is discloseable nor is/was Mr. Chen Yun Jiang 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 the Listing Rules, and there is no other matter relating to the nomination of Mr. Chen Yun Jiang that needs to be notified the shareholders.
Upon approval at the AGM, the appointment of Mr. Chen Yun Jiang will be effective immediately, with the term of office ending on the expiry date of the ninth session of the Board. The Company will enter into a director’s service contract with Mr. Chen Yun Jiang.
As approved by the extraordinary general meeting of the Company held on 29 December 2020, the Company will not fix or pay any director’s fee to the non-executive Director who receives salary in shareholders’ entities
In addition, Directors who attend or observe the relevant meetings may obtain meeting subsidy, which is distributed in accordance with relevant regulations of the Company.
(III) AGM
The Company will convene the AGM at the conference room of the Company on 46th Floor, Hanking Center Tower, No.9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC at 10:00 a.m. on Monday, 30 June 2025. The notice of the AGM is set out on pages 11 to 15 of this circular. The Proxy Form is enclosed hereto.
Whether or not you are able to attend the AGM, you are advised to read the notice of the AGM carefully and complete the Proxy Form in accordance with the instructions printed thereon. H Shareholders must return the Proxy Form to the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, while A Shareholders must return the Proxy Form to the Company at on 46th Floor, Hanking Center Tower, No.9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC, no later than 24 hours before the time appointed for convening the AGM. Completion and return of the Proxy Forms will not preclude you from attending and voting at the AGM in person if you so wish. For the avoidance of doubt, holders of Treasury Shares of the Company (if any) shall abstain from voting at the Company’s general meeting in connection to such Treasury Shares. As at the Latest Practicable Date, the Company did not have any Treasury Shares.
(IV) CLOSURE OF REGISTER OF HOLDERS OF H SHARES
The register of holders of H Shares will be closed from Wednesday, 25 June 2025 to Monday, 30 June 2025, both days inclusive, during which period no transfer of H Shares will be effected. In order to qualify for attending the AGM, all transfer documents of H Shares accompanied by the relevant share certificates must be lodged with the Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Tuesday, 24 June 2025.
- 9 -
LETTER FROM THE BOARD
(V) VOTING BY POLL
Pursuant to Rule 13.39(4) of the Listing Rules and the Articles, the AGM shall vote by poll on the resolutions set out in the notice of the AGM. Therefore, all resolutions as set out in the notice of AGM will be voted by poll. The poll results will be published on the HKEXnews website of Hong Kong Exchanges and Clearing Limited and the website of the Company upon the conclusion of the AGM.
To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholder has a material interest in any of the above resolutions and has to abstain from voting at the AGM on the above resolutions.
(VI) RECOMMENDATIONS
The Board considers that the general mandate to register and issue Debentures, the Guarantee Mandate and the appointment of Director are in the interests of the Company and the Shareholders as a whole, and therefore recommends all the Shareholders to vote in favour of all the resolutions at the AGM.
By Order of the Board
XU En Li
Chairman
This circular is originally prepared in Chinese. In the event of any inconsistency, the Chinese text of this circular
- 10 -
NOTICE OF THE AGM
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
深圳高速公路集團股份有限公司
SHENZHEN EXPRESSWAY CORPORATION LIMITED
(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00548)
NOTICE OF THE 2024 ANNUAL GENERAL MEETING
Notice is hereby given that the 2024 Annual General Meeting ("AGM") of Shenzhen Expressway Corporation Limited ("Company") will be held at the conference room of the Company on 46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the People's Republic of China on Monday, 30 June 2025 at 10:00 a.m. to consider and, if thought fit, pass the following resolutions:
ORDINARY RESOLUTIONS
- To consider and approve the report of the board of directors for the year 2024;
- To consider and approve the report of the supervisory committee for the year 2024;
- To consider and approve the audited accounts for the year 2024;
- To consider and approve the proposed distribution scheme of profits for the year 2024 (including declaration of final dividend);
- To consider and approve the budget report for the year 2025;
- To consider and approve the resolution in relation to the re-appointment of auditors for 2025;
- To consider and approve the resolution in relation to guarantee mandate;
- To consider and approve the resolution in relation to the appointment of the Director of the ninth session of the board of directors of the Company: Mr. Chen Yun Jiang be appointed as a Director of the ninth session of the board of directors of the Company with immediate effect and until the expiry date of the ninth session of the board of directors of the Company;
NOTICE OF THE AGM
SPECIAL RESOLUTIONS
- To consider and approve by way of separate resolutions in relation to the grant of a general mandate to the board of directors to register and issue debentures, the board of directors of the Company be granted a general mandate (“General Mandate”) to register and/or issue debentures (“Debentures”) in one or more tranches from the date on which these resolutions are approved by the general meeting to the date on which the 2025 annual general meeting is held, the specific provisions are as follows:
9.01 Register and issue size: The maximum total amount of the Debentures to be registered under the General Mandate shall not exceed the equivalent of RMB20 billion, and the total outstanding balance of the Debentures to be issued under the General Mandate shall not exceed the equivalent of RMB17 billion, the details of which are as follows:
| No. | Type of Bond | Registered Amount (RMB billion) | Outstanding Balance after Issuance (RMB billion) |
|---|---|---|---|
| 1 | Corporate bonds (including perpetual type) | 10 | 7 |
| 2 | Medium-term notes (including perpetual type) | 5 | 2 |
| 3 | Extra-short-term commercial papers | – | 3 |
| 4 | Other | 5 | 5 |
| Total | 20 | 17 |
9.02 Target subscribers and arrangement for placement to shareholders: Target subscribers are investors in compliance with the requirements of relevant laws and regulations. The Debentures shall not be placed to the existing shareholders on a preferential basis;
9.03 Type of the Debentures: Including but not limited to medium-term notes (including perpetual type), short-term/extra-short-term commercial papers, short-term/extra-short-term corporate bonds, asset-backed commercial paper/securities, corporate bonds (including perpetual type), enterprise bonds (including perpetual type), private bonds (including non-public oriented debt financing instruments, debt investment plans, trust investment plans, etc., including perpetual type), offshore bonds (including perpetual type) and other new types of bonds, etc.;
9.04 Maturity: Each term of maturity for short-term/extra short-term commercial paper and short-term/extra short-term corporate bond shall not exceed 1 year, and each term of maturity for medium-term notes, asset-backed commercial paper/securities, corporate bonds, enterprise bonds, private bonds and offshore bonds, etc. shall exceed 1 year, which may be issued under single category with one maturity term or mixed categories with different maturity terms. Specific terms are to be determined by the board of directors or its authorised person(s) with reference to the market conditions and the Group’s needs for funding;
NOTICE OF THE AGM
9.05 Interest rate: It is expected that the interest rate will not exceed the average interest rate of same type of debentures for the same maturity and same rating in the market at the time of issue. Actual interest rate is to be determined by the board of directors or its authorised person(s) with reference to the market conditions at the time of issue;
9.06 Use of proceeds: Replenishment of the Company's and/or its subsidiaries' working capital, capital contribution, capital expenditure, repayment of the Company's and/or its subsidiaries' existing debts and capital requirements for new projects, etc.;
9.07 Listing: To be determined by the board of directors or its authorised person(s) with reference to the regulatory requirements and market conditions at the time of issue;
9.08 Guarantee: The specific type of guarantee (if necessary) is to be determined by the board of directors or its authorised person(s) with reference to the market conditions at the time of issue and approved within its authority;
9.09 Locking of interest rates and exchange rates: To determine and approve the transaction(s) in relation to the locking of the interest rates and exchange rates of the Debentures upon completion of issuance;
9.10 Validity of the resolutions: From the date on which the resolutions are approved by the general meeting to the date on which the 2025 annual general meeting is held. If the approval/registration for the issuance is approved by the administrative department for Debentures during the aforesaid validity period, the relevant authorised validity period of the specific implementation matters in relation to the issuance pursuant to such approval/registered amount, and the related post-issuance procedures such as registration, filing, listing, etc. at the trading/listing offices of the relevant exchanges/interbank market, shall be from the date on which the resolutions are approved by the general meeting of the Company to the completion date of such specific implementation matters;
9.11 Authorisation arrangement: On the condition that the asset-liability ratio of the Group's consolidated financial statements does not exceed 65%, two executive directors are further authorised by the board of directors of the Company to determine, approve and handle the specific terms, conditions and related matters of the Debentures to be registered and issued under the General Mandate according to the needs of the Company and the market conditions and to execute all necessary documents, make all necessary and ancillary arrangement (including reasonable adjustments to the issue plan within the scope of authorisation); and matters such as interest rates adjustment of existing Debentures, redemptions and renewals of the Debentures, etc.
By Order of the Board
Xu En Li
Chairman
Shenzhen, PRC, 7 June 2025
NOTICE OF THE AGM
Notes:
I. Eligibility for attending the AGM
Shareholders of the Company whose names appear on the registers of shareholders of the Company at the close of business on 24 June 2025 shall have the right to attend the AGM after complying with the necessary registration procedures.
II. Registration procedures for attending the AGM
Holders of H shares of the Company please note that the register of holders of H shares of the Company shall be closed from 25 June 2025 to 30 June 2025 (both days inclusive), during which period no transfer of H shares will be registered. Holders of H shares of the Company who intend to attend the AGM must deliver their instruments of transfer together with the relevant share certificates to Computershare Hong Kong Investor Services Limited, the registrar of H shares of the Company, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on 24 June 2025.
III. Proxy
i Shareholders entitled to attend and vote at the AGM 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 AGM. In order to be valid, for holders of H shares of the Company, the above documents must be delivered to Computershare Hong Kong Investor Services Limited, at 17M Floor, 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 AGM.
IV. Notice on relevant matters about final dividend
The board of directors recommended the payment of a final dividend of RMB0.244 (tax included) per share to all shareholders for the year ended 31 December 2024, subject to the approval by the shareholders at the AGM to be held on Monday, 30 June 2025.
The Company hereby further remind holders of H shares that the record date of the H shares of the Company for the final dividend for the year ended 31 December 2024 shall be 14 July 2025 (Monday), and the register of holders of H shares of the Company will be closed from 8 July 2025 to 14 July 2025 (both days inclusive), during which period no transfer of H shares of the Company will be registered. In order to be qualified for the final dividend, all instruments of transfer, accompanied by the relevant share certificates of H shares of the Company must be delivered to the registrar of H shares of the Company, 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 7 July 2025 (Monday).
Other matters related to the final dividend will be separately notified.
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NOTICE OF THE AGM
V. 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 AGM on the resolutions set out in the notice of the AGM will be taken by poll.
VI. Other matters
i The duration of the AGM is expected not to exceed one day. Shareholders or proxies who attend the AGM shall arrange for transport, food, accommodation and other relevant expenses at their own cost.
ii Address of Computershare Hong Kong Investor Services Limited (for share transfer):
Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong
iii Address of the Company:
46th Floor, Hanking Center Tower, No. 9968 Shennan Avenue, Nanshan District, Shenzhen, the PRC
Postal code: 518057
Tel.: (86) 755 – 8669 8069
Fax: (86) 755 – 8669 8002
As at the date of this announcement, the board of directors of the Company consists of Mr. XU En Li, Mr. LIAO Xiang Wen, Mr. YAO Hai and Mr. WEN Liang as executive directors, Ms. WU Yan Ling and Ms. ZHANG Jian as non-executive directors, and Mr. LI Fei Long, Mr. MIAO Jun, Mr. XU Hua Xiang and Mr. YAN Yan as independent non-executive directors.
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