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Xinte Energy Co., Ltd. — Proxy Solicitation & Information Statement 2025
Apr 3, 2025
50178_rns_2025-04-03_8c38d9f5-9ff1-424c-acbb-a08a6a4422c8.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 notice, 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 notice.
新特能源
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 SECOND
EXTRAORDINARY GENERAL MEETING OF 2025
NOTICE IS HEREBY GIVEN that the second extraordinary general meeting of 2025 (the "EGM") of Xinte Energy Co., Ltd. (the "Company") will be held at the Conference Room, R&D Building, No. 2249, Zhongxin Street, Ganquanpu Economic and Technological Development Zone (Industrial Park), Urumqi, Xinjiang, the PRC on Tuesday, 29 April 2025 at 11:00 a.m. to consider and, if thought fit, approve the resolutions set out below.
ORDINARY RESOLUTIONS
- "THAT:
(a) the transaction contemplated under the equity transfer and capital injection agreement entered into between Xinjiang Tianchi Energy Co., Ltd. (新疆天池能源有限责任公司), TBEA Xinjiang Sunoasis Co., Ltd. (特壁電工新疆新能源股份有限公司), Xinte Silicon New Materials Co., Ltd. (新特硅基新材料有限公司) and Changji Prefecture Shengding New Energy Power Generation Co., Ltd.* (昌吉州盛鼎新能源發電有限公司) on 7 March 2025 (the "Shengding Agreement"), a copy of which is tabled at the meeting and marked "A" and initialled by the chairman of the meeting for identification purpose, be and are hereby considered and approved;
(b) the transaction contemplated under the equity transfer and capital injection agreement entered into between Xinjiang Tianchi Energy Co., Ltd., TBEA Xinjiang Sunoasis Co., Ltd., Xinte Silicon New Materials Co., Ltd. and Changji Prefecture Shengyu New Energy Power Generation Co., Ltd.* (昌吉州盛裕新能源發電有限公司) on 7 March 2025 (the "Shengyu Agreement"), a copy of which is tabled at the meeting and marked "B" and initialled by the chairman of the meeting for identification purpose, be and are hereby considered and approved;
(c) any one director of the Company be and is hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated therein and the completion of the Shengding Agreement and Shengyu Agreement.”
- To consider and approve the appointment of Ms. Huang Fen as an executive director of the Company.
By Order of the Board
Xinte Energy Co., Ltd.
Zhang Jianxin
Chairman
Xinjiang, the PRC
3 April 2025
Notes:
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In order to determine Shareholders who are eligible to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 24 April 2025 to Tuesday, 29 April 2025, both days inclusive, during which period no transfer of shares will be registered. Shareholders whose names appear on the register of members of the Company on Tuesday, 29 April 2025 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 certificates must be lodged with the Company's Board secretary office (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, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 23 April 2025 for registration.
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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/her behalf. The proxy needs not be a Shareholder.
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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 or by a person duly authorised by the relevant Shareholder in writing ("power of attorney"). If the form of proxy is signed by the person authorised by the relevant Shareholder as aforesaid, the relevant power of attorney and other relevant documents of authorization (if any) must be notarised. If a corporate Shareholder 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 of the corporate Shareholder or signed by its director or any other person duly authorised by that corporate Shareholder as required by the articles of association.
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To be valid, the form of proxy and the relevant notarised power of attorney (if any) and other relevant authority (if any) as mentioned in note 3 above must be delivered to the Company's Board secretary office 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, Wanchai, Hong Kong (for holders of H shares) no later than 24 hours before the time appointed for the EGM (i.e. no later than 11 a.m. on Monday, 28 April 2025) (or any adjournment thereof).
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A Shareholder or his/her 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 authorised by such corporate Shareholder attends the EGM (or any adjournment thereof), such legal representative or other person shall produce his/her proof of identity, and proof of designation as legal representative or the valid authorisation document (as the case may be).
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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.
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The contact information of the Board secretary office 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 at the date of this notice, the board of directors of the Company consists of Mr. Zhang Jianxin, Mr. Yang Xiaodong and Mr. Hu Weijun as executive directors; Mr. Zhang Xin and Mr. Huang Hanjie as non-executive directors; and Mr. Cui Xiang, Mr. Chen Weiping and Mr. Tam, Kwok Ming Banny as independent non-executive directors.
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For identification purpose only
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