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.
(Incorporated in Cayman Islands with limited liability)
(Stock code: 1129) NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of China Water Industry Group Limited (the "Company") will be held at Boardroom 6, Mezzanine Floor, Renaissance Harbour View Hotel, 1 Harbour Road, Wanchai, Hong Kong on Friday, 15 June 2012 at 9:30 a.m. to consider and, if thought fit, transact the following business: ORDINARY BUSINESS
1. To receive, consider and adopt the audited consolidated
financial statements and the reports of the directors and the
auditors for the year ended 31 December 2011.
2. To re-elect the retiring Directors as follows:
(A) to re-elect Mr. Wang De Yin as an Executive Director; (B)
to re-elect Mr. Lin Yue Hui as an Executive Director;
(C) to re-elect Mr. Liu Feng as an Executive Director;
(D) to re-elect Mr. Tang Hui Ping as an Executive Director;
and
(E) to re-elect Ms. Chu Yin Yin, Georgiana as an Executive
Director.
3. To elect Mr. Guo Zhao Tian as an Independent Non-executive
Director.
4. To authorise the board of Directors to fix the Directors'
remuneration.
5. To re-appoint SHINGWING (HK) CPA Limited as the auditors
of the Company and to authorize the board of directors to fix
their remuneration.
* For identification purpose only
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ORDINARY BUSINESS
6. To consider and, if thought fit, pass, with or without
modifications, the following resolution as an ordinary
resolution:
A. "THAT:
(a) subject to paragraph (c) below, the exercise by the
directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to
allot, issue and deal with additional shares in the capital
of the Company and to make or grant offers, agreements and
options which might require the exercise of such power be and
is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) shall authorize the
directors of the Company during the Relevant Period to make
or grant offers, agreements and options which might require
the exercise of such power after the end of the Relevant
Period;
(c) the aggregate nominal amount of share capital allotted
and issued or agreed conditionally or unconditionally to be
allotted (whether pursuant to an option or otherwise) by the
directors of the Company pursuant to the approval in
paragraph (a), otherwise than pursuant to (i) a Rights Issue
(as hereinafter defined) or (ii) the exercise of the
subscription rights under the share option scheme of the
Company or (iii) an issue of shares as scrip dividends
pursuant to the memorandum and articles of association of the
Company from time to time shall not exceed 20% of the
aggregate nominal amount of the share capital of the Company
in issue as at the date of this resolution and the said
approval shall be limited accordingly; and
(d) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by the
articles of association of the Company or any applicable law
of the Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by an
ordinary resolution of the shareholders of the Company in
general meeting.
"Rights Issue" means an offer of shares open for a period
fixed by the directors of the Company to holders of shares on
the register on a fixed record date in proportion to their
then holdings of such shares (subject to such exclusion or
other arrangements as the directors of the Company may deem
necessary or expedient in relation to fractional entitlements
or having regard to any restrictions or obligations under the
law of, or the requirements of any recognized regulatory body
or any stock exchange in any territory applicable to the
Company)."
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B. "THAT:
(a) subject to paragraph (b) below, the exercise by the
directors of the Company during the Relevant Period of all
powers of the Company to purchase its own shares, subject to
and in accordance with all applicable laws, be and is hereby
generally and unconditionally approved;
(b) the aggregate nominal amount of shares of the Company
purchased by the Company pursuant to the approval in
paragraph (a) during the Relevant Period shall not exceed 10%
of the aggregate nominal amount of the share capital of the
Company in issue as at the date of this resolution and the
said approval be limited accordingly; and
(c) for the purposes of this resolution:
"Relevant Period" means the period from the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by the
articles of association of the Company or any applicable law
of the Cayman Islands to be held; and
(iii) the revocation or variation of this resolution by an
ordinary resolution of the shareholders of the Company in
general meeting."
C. "THAT conditional upon resolutions nos. 6A and 6B above
being passed, the aggregate nominal amount of the number of
shares in the capital of the Company which are repurchased by
the Company under the authority granted to the directors as
mentioned in resolution no. 6B above shall be added to the
aggregate nominal amount of share capital that may be
allotted or agreed conditionally or unconditionally to be
allotted by the directors of the Company pursuant to
resolution no. 6A above."
D. "THAT conditional upon compliance by the Company with all
statutory requirements under the Companies Law and the
Articles of Association of the Company, and with effect from
the business day immediately following the date on which this
resolution is passed as an ordinary resolution of the
Company:
(a) the total amount of HK$609,578,000 standing to the credit
of the share premium account of the Company be and is hereby
reduced to the extent that the credit arising therefrom being
applied offsetting the entire amount of the accumulated
losses of the Company as at the Effective Date; and
(b) the directors of the Company be and are hereby authorised
to take any and all steps, and to do and/or procure to be
done any and all such acts and things, and to approve, sign
and execute any documents which in their opinion may be
necessary, desirable or expedient, to implement and carry
into effect this resolution."
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SPECIAL BUSINESS
To consider and, if thought fit, to pass the following
resolution as special resolution:
7. "THAT, the articles of association of the Company
("Articles") be and are hereby amended in the following
manner:
(i) By adding the following new definition in Article 1(A) in
alphabetical order:
""Special Resolution" shall mean at all times during the
Relevant Period, a resolution shall be a Special Resolution
when it has been passed by a majority of not less than
three-fourths of votes cast by such Shareholders as, being
entitled to do, vote in person or, in the case of such
Shareholders as are corporations, by their duly authorised
representative or, where proxies are allowed, by proxy at a
general meeting of which Notice has been duly given in
accordance with Article 65;"
(ii) By adding the following new definition in Article 1(A)
in alphabetical order:
""Ordinary Resolution" shall mean a resolution when it has
been passed by a simple majority of votes cast by such
Shareholders as, being entitled so to do, vote in person or,
in the case of any Shareholders being a corporation, by its
duly authorised representative or, where proxies are allowed,
by proxy at a general meeting of which Notice has been duly
given in accordance with Article 65;"
(iii) By adding the following new definition in Article 1(A)
in alphabetical order:
""substantial shareholder" shall mean the meaning attributed
to it in the Listing Rules from time to time;"
(iv) (i) by deleting the semi-colon and the word "and" at the
end of the existing Article
13(vii) and replacing therewith a full stop; and (ii) by
deleting the existing Article
13(viii) in its entirely;
(v) By inserting the following paragraph at the end of
existing Article 14:
"The Company may apply the share premium account in any
manner permitted by the Statutes. The Company shall at all
times comply with the provisions of the Statutes in relation
to its share premium account."
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(vi) By deleting the existing Article 65 in its entirety and
substituting therefor the following:
"65. An annual general meeting shall be called by notice in
writing of not less than twenty-one (21) clear days and not
less than twenty (20) clear business days and any
extraordinary general meeting at which the passing of a
Special Resolution is to be considered shall be called by
notice in writing of not less than twenty- one (21) clear
days and not less than ten (10) clear business days. All
other extraordinary general meetings may be called by notice
in writing of not less than fourteen (14) clear days and not
less than ten (10) clear business days. The notice shall be
exclusive of the day on which it is served or deemed to be
served and of the day for which it is given, and shall
specify the place, the day, the hour and the agenda of
meeting and particulars of the resolutions to be considered
at that meeting and in case of special business (as defined
in Article 67), the general nature of that business, and
shall be given, in the manner hereinafter mentioned or in
such other manner, if any, as may be prescribed by the
Company in general meeting, to such persons as are, under
these Articles, entitled to receive such notices from the
Company, provided that a meeting of the Company shall
notwithstanding that it is called by shorter notice than that
specified in this Article be deemed to have been duly called
if it is so agreed:-
(a) in the case of a meeting called as the annual general
meeting, by all the
Shareholders entitled to attend and vote thereat; and
(b) in the case of any other meeting, by a majority in number
of the Shareholders having a right to attend and vote at the
meeting, being a majority together holding not less than
ninety-five per cent. (95%) in nominal value of the Shares
giving that right."
(vii) By deleting the existing Article 72 in its entirety and
substituting therefor the following: "72. (1) Subject to any
special rights or restrictions as to voting for the time
being
attached to any shares by or in accordance with these
Articles, at any
general meeting on poll every shareholder present in person
or by proxy or, in the case of a shareholder being a
corporation, by its duly authorised representative shall have
one vote for every fully paid share of which he is the holder
but so that no amount paid up for credited as paid up on a
share in advance of calls or instalments is treated for the
foregoing purposes as paid up on the share. A resolution put
to the vote of a meeting shall be decided by way of a poll
save that the chairman of the meeting may in good faith,
allow a resolution which relates purely to a procedural or
administrative matter to be voted on by a show of hands in
which case every shareholder present in person (or being a
corporation, is present by a duly authorised representative)
or by proxy(ies) shall have one vote provided that where more
than one proxy is appointed by a shareholder which is a
clearing house (or its nominee(s)), each such proxy shall
have one vote on a show of hands. For purposes of this
Article, procedural and administrative matters are those that
(i) are not on the agenda of the general meeting or in any
supplementary circular that may be issued by the Company to
its members; and (ii) relate to the chairman's duties to
maintain the orderly conduct of the meeting and/or allow the
business of the meeting to be properly and effectively dealt
with, whilst allowing all members a reasonable opportunity to
express their views.
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(2) Where a show of hands is allowed, before or on the
declaration of the result of the show of hands, a poll may be
demanded:
(i) by at least three Shareholders present in person or in
the case of a Shareholder being a corporation by its duly
authorised representative or by proxy for the time being
entitled to vote at the meeting; or
(ii) by a Shareholder or Shareholders present in person or in
the case of a Shareholder being a corporation by its duly
authorised representative or by proxy and representing not
less than one-tenth of the total voting rights of all
Shareholders having the right to vote at the meeting; or
(iii) by a Shareholder or Shareholders present in person or
in the case of a Shareholder being a corporation by its duly
authorised representative or by proxy and holding shares in
the Company conferring a right to vote at the meeting being
shares on which an aggregate sum has been paid up equal to
not less than one-tenth of the total sum paid up on all
shares conferring that right.
A demand by a person as proxy for a Shareholder or in the
case of a Shareholder being a corporation by its duly
authorised representative shall be deemed to be the same as a
demand by the Shareholder."
(viii) By deleting the existing Article 73 in its entirety
and substituting therefor the following: "73. Where a
resolution is voted on by a show of hands, unless a poll is
demanded and
the demand is not withdrawn, a declaration by the Chairman
that a resolution has
been carried, or carried unanimously, or by a particular
majority, or lost, and an entry to that effect made in the
book containing the proceedings of the minutes of the
Company, shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded for
or against such resolution."
(ix) By deleting the existing Article 86 in its entirety and
substituting therefor the following: "86. No appointment of a
proxy shall be valid unless it names the person appointed
and his appointer. The Directors may, unless they are
satisfied that the person
purporting to act as proxy is the person named in the
relevant instrument for his appointment and the validity and
authenticity of the signature of his appointer, decline such
person's admission to the relevant meeting, reject his vote
and no shareholder who may be affected by any exercise by the
Directors of their power in this connection shall have any
claim against the Director or any of them nor may any such
exercise by the Directors of their powers invalidate the
proceedings of the meeting in respect of which they were
exercised or any resolution passed or defeated at such
meeting."
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(x) By deleting the existing Article 92(B) in its entirety
and substituting therefor the following:
"92(B). Where a shareholder is a clearing house (or its
nominee(s)), it may authorise such persons as it thinks fit
to act as its representatives at any meeting of the Company
or at any meeting of any class of shareholders provided that
the authorisation shall specify the number and class of
shares in respect of which each such representative is so
authorised. Each person so authorised under the provisions of
this Article shall be entitled to exercise the same rights
and powers on behalf of the clearing house (or its
nominee(s)) as if such person was the registered holder of
the shares of the Company held by the clearing house (or its
nominee(s)) in respect of the number and class of shares
specified in the relevant authorisation including, where a
show of hands is allowed, the right to vote individually on a
show of hands."
(xi) By deleting the existing Article 107(H)(vi) in its
entirety. (xii) By deleting the existing Article 107(I) in
its entirety.
(xiii) By deleting the existing Article 107(J) in its
entirety.
(xiv) By deleting the existing Article 142(A) in its entirety
and substituting therefor the following:
"142(A). A resolution in writing signed by all the Directors
(or their alternate Directors) shall be as valid and
effectual as if it had been passed at a meeting of the
Directors duly convened and held. Any such resolutions in
writing may consist of several documents in like form each
signed by one or more of the Directors or alternate
Directors. Notwithstanding the foregoing, a resolution in
writing shall not be passed in lieu of a meeting of the Board
for the purposes of considering any matter or business in
which a substantial shareholder or a Director has a conflict
of interest and the Board has determined that such conflict
of interest to be material."
(xv) By deleting the existing Article 176(B) in its entirety
and substituting therefor the following:
"176(B). The Company shall not remove the Auditor before the
end of the Auditor's term of office without first obtaining
shareholder's approval at a general meeting. The Company
shall send a circular proposing the removal of the Auditor to
shareholders with any written representations from the
Auditor, not less than ten (10) business days before the
general meeting. The Company must allow the Auditor to attend
the general meeting and make written and/or verbal
representation to shareholders at the general meeting."
By Order of the Board
Chairman
Hong Kong, 15 May 2012
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Notes:
(1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote in his stead. A proxy need not be a member of the Company. In order to be valid, the form of proxy must be deposited at branch share registrar of the Company in Hong Kong, Union Registrars Limited at 18th Floor, Fook Lee Commercial Centre, Town Place,
33 Lockhart Road, Wanchai, Hong Kong together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or adjourned meeting.
(2) In the case of joint holders of shares in the Company, the vote of the senior who tenders a vote whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holders, seniority being determined by the order in which names stand in the register of members.
(3) Completion and return of the form of proxy will not preclude members from attending and voting in person at the annual general meeting or any adjournment.
(4) As at the date of this announcement, the board of directors of the Company comprises Mr. Wang De Yin, Mr. Lin Yue Hui, Mr. Liu Feng, Mr. Tang Hui Ping and Ms. Chu Yin Yin, Georgiana, all being executive directors, and Mr. Chang Kin Man, Mr. Wu Tak Lung and Mr. Gu Wen Xuan, all being independent non-executive directors.
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