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MarketScreener Homepage  >  Equities  >  Hong Kong Stock Exchange  >  China Singyes Solar Technologies Holdings Limited    750   BMG2161E1113

CHINA SINGYES SOLAR TECHNOLOGIES HOLDINGS LIMITED

(750)
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China Singyes Solar Technologies : (1) PROPOSED CHANGE OF COMPANY NAME AND (2) NOTICE OF SPECIAL GENERAL MEETING

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12/22/2019 | 07:11pm EDT

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 a licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Singyes Solar Technologies Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

China Singyes Solar Technologies Holdings Limited

中 國 興 業 太 陽 能 技 術 控 股 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

  1. PROPOSED CHANGE OF COMPANY NAME AND
  2. NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out on pages 3 to 5 of this circular.

A notice convening the SGM to be held at 11 : 00 a.m. on Thursday, 6 February 2020 at Regus Conference Center, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages 6 to 7 of this circular. A form of proxy for use at the SGM or any adjournment thereof is enclosed. Whether or not you propose to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM (i.e. at 11 : 00 a.m. on Tuesday, 4 February 2020) or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

23 December 2019

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

LETTER FROM THE BOARD . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

NOTICE OF SGM . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

- i -

DEFINITIONS

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

''Board''

the board of Directors;

''Change of Company

the proposed change of the name of the Company from ''China

Name''

Singyes Solar Technologies Holdings Limited'' to ''China Shuifa

Singyes Energy Holdings Limited'' and the proposed adoption of

''中國水發興業能源集團有限公司'' as the secondary name of the

Company in Chinese;

''Company''

China Singyes Solar Technologies Holdings Limited (中國興業太

陽能技術控股有限公司), a company incorporated in Bermuda

with limited liability, the shares of which are listed on the Main

Board of the Stock Exchange (Stock Code: 0750);

''Director(s)''

the director(s) of the Company;

''Group''

the Company and its subsidiaries;

''Hong Kong''

the Hong Kong Special Administrative Region of the People's

Republic of China;

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange;

''SGM''

the special general meeting of the Company to be convened for

the purpose of considering and, if thought fit, approving the

Change of Company Name;

''Share(s)''

ordinary share(s) of US$0.01 each in the capital of the Company;

''Shareholder(s)''

holder(s) of the Share(s);

''Stock Exchange''

The Stock Exchange of Hong Kong Limited;

''Subscriber''

Water Development (HK) Holding Co., Limited (水發集團(香

港)控股有限公司), a company incorporated in Hong Kong with

limited liability. The Subscriber is a wholly-owned subsidiary of

Shuifa Energy Group Limited (水發能源集團有限公司), which in

turn is a wholly-owned subsidiary of Shuifa Group Co., Ltd. (

發集團有限公司) whose ultimate controlling shareholder is the

State-owned Assets Supervision and Administration Commission

of the State Council of the Shandong Province of the PRC (山東

省國有資產監督管理委員會);

''Subscription''

the subscription of the Subscription Shares by the Subscriber

subject to the terms and conditions of the Subscription

Agreement;

- 1 -

DEFINITIONS

''Subscription

the subscription agreement dated 16 May 2019 and entered into

Agreement''

between the Company, the Subscriber and the Major

Shareholders (as may be amended from time to time);

''Subscription Shares''

1,687,008,585 newly issued Shares subscribed by the Subscriber

upon the completion of the Subscription; and

''US$''

United States of America dollars, the lawful currency of the

United States of America.

In this circular, if there is any inconsistency between the Chinese names of entities or enterprises established in the PRC or Chinese government authorities or departments and their English translations, the Chinese names shall prevail.

- 2 -

LETTER FROM THE BOARD

China Singyes Solar Technologies Holdings Limited

中 國 興 業 太 陽 能 技 術 控 股 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

Executive Directors:

Registered office:

Mr. Zheng Qingtao (Chairman)

4th Floor North Cedar House

Mr. Liu Hongwei (Vice Chairman)

41 Cedar Avenue

Mr. Wang Dongwei

Hamilton HM12

Mr. Chen Fushan

Bermuda

Non-executive Directors:

Head office and principal place of

Ms. Wang Suhui

business in Hong Kong:

Mr. Zhang Jianyuan

Unit 3108, 31st Floor

China Merchants Tower

Independent non-executive Directors:

Shun Tak Centre

Dr. Wang Ching

168-200 Connaught Road Central

Mr. Yick Wing Fat, Simon

Hong Kong

Dr. Tan Hongwei

23 December 2019

To the Shareholders

Dear Sir or Madam,

  1. PROPOSED CHANGE OF COMPANY NAME AND
  2. NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

Reference is made to the circular of the Company dated 16 October 2019 and the announcement of the Company dated 6 December 2019 in relation to, among other things, the Subscription and the Change of Company Name.

The purpose of this circular is to provide you with, among other things, (i) details of the Change of Company Name; and (ii) a notice convening the SGM.

- 3 -

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board proposes to change the name of the Company from ''China Singyes Solar Technologies Holdings Limited'' to ''China Shuifa Singyes Energy Holdings Limited'' and to adopt ''中國水發興業能源集團有限公司'' as the secondary name of the Company in Chinese replacing the existing name of the Company in Chinese for identification purpose ''中國興業太陽能技術控股有限公司''.

Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

  1. the passing of a special resolution by the Shareholders at the SGM to approve the Change of Company Name; and
  2. the approval of the Registrar of Companies in Bermuda having been obtained for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English name and the new secondary name of the Company in Chinese on the register maintained by the Registrar of Companies in Bermuda.

The relevant filings with the Registrar of Companies in Bermuda will be made after the passing of the special resolution to approve the Change of Company Name at the SGM.

Thereafter, the Company will carry out all necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

Upon completion of the Subscription, Shuifa Energy Group Limited has become a controlling shareholder (as defined in the Listing Rules) of the Company. The Change of Company Name is to reflect the change in controlling shareholding of the Company. The Board believes that the new English name and new secondary name in Chinese of the Company will provide the Company with a fresh corporate image and a signification of the future directions of the Company, which will benefit the Company's future business development.

Effects of the Change of Company Name

The Change of Company Name will not affect any rights of the existing Shareholders. All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Change of Company Name becoming effective, continue to be evidence of title to such Shares and valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for the exchange of the existing share certificates for new certificates bearing the new English name and new secondary name in Chinese of the Company.

- 4 -

LETTER FROM THE BOARD

Once the Change of Company Name becomes effective, any issue of share certificates thereafter will be in the new English name and new secondary name in Chinese of the Company. Subject to the confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange may also be changed after the Change of Company Name becomes effective.

SGM

The SGM will be held at Regus Conference Center, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Thursday, 6 February 2020 at 11 : 00 a.m. for the purpose of considering and, if thought fit, approving the special resolution in respect of the Change of Company Name.

The notice convening the SGM is set out on pages 6 to 7 of this circular. A form of proxy for use at the SGM is also enclosed to this circular. Whether or not you are able to attend the SGM and/or vote at the SGM in person, you are requested to complete and return the enclosed form of proxy to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the resolution proposed at the SGM shall be voted by poll.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolution as set out in the notice of SGM.

Yours Faithfully,

On Behalf of the Board

China Singyes Solar Technologies Holdings Limited

Zheng Qingtao

Chairman

- 5 -

NOTICE OF SGM

China Singyes Solar Technologies Holdings Limited

中 國 興 業 太 陽 能 技 術 控 股 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock Code: 750)

NOTICE IS HEREBY GIVEN that a special general meeting (the ''SGM'') of China Singyes Solar Technologies Holdings Limited (the ''Company'') will be held at 11 : 00 a.m. on Thursday, 6 February 2020 at Regus Conference Center, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the purposes of considering and, if thought fit, passing with or without modification, the following resolution of the Company:

SPECIAL RESOLUTION

1. ''THAT:

  1. subject to and conditional upon the approval of the Registrar of Companies in Bermuda being obtained, the English name of the Company be changed from ''China Singyes Solar Technologies Holdings Limited'' to ''China Shuifa Singyes Energy Holdings Limited'' and ''中國水發興業能源集團有限公司'' be adopted as the secondary name of the Company in Chinese (the ''Change of Company Name'') with effect from the date of registration as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda; and
  2. any one or more of the directors or the secretary of the Company be and is/ are hereby authorised to do all such acts and things and execute all such documents as he/she/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.''

On behalf of the Board

China Singyes Solar Technologies Holdings Limited

Zheng Qingtao

Chairman

Hong Kong, 23 December 2019

- 6 -

NOTICE OF SGM

Notes:

  1. In order to determine the right to attend the SGM, the register of members of the Company will be closed from Monday, 3 February 2020 to Thursday, 6 February 2020, both days inclusive, during which period no transfer of Shares can be registered. In order to qualify for the entitlement to attend and vote at the meeting, all transfer documents, accompanied by the relevant share certificates, must be duly completed and lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4 : 30 p.m. on Friday, 31 January 2020.
  2. Any member of the Company entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote in his stead. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed. A proxy need not be a member of the Company, but must attend the meeting in person to represent you.
  3. To be valid, a form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. at 11 : 00 a.m. on Tuesday, 4 February 2020) or any adjourned meeting. The proxy form is published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.singyessolar.com.
  4. Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  5. Where there are joint holders of any share, any one of such persons may vote at any meeting, either in person or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
  6. Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, all resolutions proposed at the meeting shall be voted on by poll.

- 7 -

Disclaimer

China Singyes Solar Technologies Holdings Ltd. published this content on 23 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 December 2019 00:10:07 UTC


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Sales 2019 3 307 M 495 M 495 M
Net income 2019 -995 M -149 M -149 M
Net Debt 2019 4 649 M 696 M 696 M
P/E ratio 2019 -0,86x
Yield 2019 -
Capitalization 1 283 M 192 M 192 M
EV / Sales 2018 1,63x
EV / Sales 2019 1,99x
Nbr of Employees 1 400
Free-Float 25,0%
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Qing Tao Zheng Chairman
Yang Yang Guo Co-Chief Financial Officer
Hong Wei Liu Vice Chairman
Ching Wang Independent Non-Executive Director
Wing Fat Yick Independent Non-Executive Director
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