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Xinte Energy Co., Ltd. Proxy Solicitation & Information Statement 2017

Nov 13, 2017

50178_rns_2017-11-13_82d8253e-0690-4ee4-9391-464a27c3f34f.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1799)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2017

NOTICE IS HEREBY GIVEN that the fi rst extraordinary general meeting (“ EGM ”) of 2017 of Xinte Energy Co., Ltd. (the “ Company ”) will be held at the Conference Room of the Conference Center of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the People’s Republic of China (“ PRC ”) at 11:00 a.m. on Thursday, 28 December 2017 to consider and approve the following matters:

SPECIAL RESOLUTIONS

To consider and approve the following matters as special resolution:

  1. To consider and approve the resolution concerning the Company’s green debt fi nancing scheme with an aggregate principal of not more than or equal to RMB400 million registered and issued through the Beijing Financial Assets Co., Ltd.* ( 北京金融資產交易所有限公司 ), and during the registered term, subject to the Company’s requirements and market conditions, conduct issuance in multiple tranches as and when appropriate; authorising the Board or any Executive Director to the extent permitted by the relevant laws to have full discretion in handling all matters related to the registration and issuance of the foregoing green debt fi nancing scheme; and authorising the Board or any Executive Director to delegate authority to the Company’s management to the extent of the foregoing authorisation to handle specifi cally matters related to the foregoing green debt issuance fi nancing scheme.

  2. To consider and approve the resolution concerning the amendments to the Articles of Association.

By order of the Board Xinte Energy Co., Ltd. Zhang Jianxin Chairman

Xinjiang, PRC, 10 November 2017

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Notes:

  1. Important: A circular setting out further details of the resolution, the form of proxy and the reply slip of the EGM will be dispatched and published by the Company in due course.

  2. In order to determine the Shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 28 November 2017 to Thursday, 28 December 2017, both days inclusive, during which no transfer of shares will be effected. Shareholders whose names appear on the registers of members of the Company on Tuesday, 28 November 2017 shall be entitled to attend and vote at the EGM. In order for the Shareholders to qualify to attend and vote at the EGM, all transfer documents accompanied by the relevant share certifi cates must be lodged with the Company’s Board secretary offi ce (in case of holders of domestic shares), at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, or the Company’s H share registrar (in case of holders of H shares), 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 Monday, 27 November 2017 for registration.

  3. Shareholders who intend to attend the EGM (or any adjournment thereof) should complete and return the reply slip for attending the EGM (or any adjournment thereof) personally or by post. The reply slip should be completed and returned to the Company’s Board secretary offi ce by post to (or by depositing it at) No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, for holders of domestic shares; or to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, by facsimile (fax number: +852 2865 0990) or by post to (or by depositing it at) 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for holders of H shares, such that the reply slip shall be received by the Company 20 days before the EGM (i.e. on or before Friday, 8 December 2017).

  4. Shareholders may, by completing the form of proxy of the Company, appoint one or more proxies (whether he/she is a Shareholder) to attend and vote at the EGM (or any adjournment thereof) on his behalf. A proxy need not be a Shareholder of the Company.

  5. Shareholders 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 writing (“ 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 affi xed with the company seal 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.

  6. 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 5 above must be delivered to the Company’s Board secretary offi ce at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC, for holders of domestic shares, or the Company’s H share registrar, 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 not less than 24 hours before the time appointed for the EGM (or any adjournment thereof).

  7. 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 duly authorized by such corporate shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his proof of identity, and proof of designation as legal representative or the valid authorization document (as the case may be).

  8. The EGM (or any adjournment thereof) is expected to take less than half a day. Shareholders or their proxies who attend the EGM (or any adjournment thereof) shall be responsible for their own travel and accommodation expenses.

  9. The contact of the Board secretary offi ce of the Company is as follows:

Address: No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC Contact person: Ms. Zhang Juan

Tel: +86-991-3665888

As of the date of this announcement, the Board of the Company consists of Mr. Zhang Jianxin, Mr. Ma Xuping and Mr. Yin Bo as executive directors; Mr. Zhang Xin, Ms. Guo Junxiang and Mr. Tao Tao as non-executive directors; Mr. Qin Haiyan, Mr. Yang Deren and Mr. Wong, Yui Keung Marcellus as independent non-executive directors.

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