CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED 
By 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.
CHINA SUNTIEN GREEN ENERGY CORPORATION LIMITED*(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00956) ANNOUNCEMENT OF THE RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING 2013 ELECTION OF INDEPENDENT SUPERVISOR AND APPOINTMENT OF SUPERVISORS AND DISTRIBUTION OF FINAL DIVIDEND
The board (the "Board") of directors (the "Directors") of China Suntien Green Energy Corporation
Limited (the "Company") announces the poll results in respect of the resolutions proposed at the
2013 annual general meeting held on Friday, 6 June 2014 (the "AGM"). All resolutions were duly passed.
The final dividend of the Company for the year ended 31 December 2013 will be distributed on
Wednesday, 2 July, 2014.
The AGM was held on Friday, 6 June 2014 at 9:00 a.m. at the Conference Room, 5/F, Ambassador
Hotel, Shijiazhuang City, Hebei Province, the People's Republic of China (the "PRC").
As at the date of the AGM, there were an aggregate of 3,715,160,396 shares, comprising
1,876,156,000 domestic shares and 1,839,004,396 H shares, representing 100% of the total issued share capital of the Company, entitling their holders to attend and vote for or against the resolutions considered at the AGM. There were no restrictions on any shareholder casting votes on any of the proposed resolutions at the AGM. There were no shares of the Company entitling the holders to attend and abstain from voting in favour of the resolutions proposed at the AGM pursuant to Rule
13.40 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited (the "Listing Rules") and no shareholders of the Company were required under the Listing
* For identification purposes only
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Rules to abstain from voting at the AGM. The shareholders and authorized proxies holding an aggregate of 2,760,525,549 shares, representing 74.3043% of the total voting shares of the Company were present at the AGM. The meeting was convened in accordance with the requirements of the Company Law of the PRC and the Articles of Association of the Company. The AGM was chaired by Dr. Cao Xin, Chairman of the Company.
The poll results in respect of the resolutions proposed at the AGM are as follows:
Resolutions | For | Against | Attending And Voting | |||
Resolutions | No. of votes | Percentage of total no. of votes cast | No. of votes | Percentage of total no. of votes cast | No. of shares | |
As ordinary resolutions: | ||||||
1 | To consider and approve the Report of the Board of Directors of the Company for the year 2013. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
1 | The resolution was duly passed as an ordinary resolution. | |||||
2 | To consider and approve the Report of the Board of Supervisors of the Company for the year 2013. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
2 | The resolution was duly passed as an ordinary resolution. | |||||
3 | T o consider and approve the Final Accounts of the Company for the year ended 31 December 2013. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
3 | The resolution was duly passed as an ordinary resolution. | |||||
4 | To consider and approve the Audited Financial Statements of the Company and the Independent Auditors' Report for the year ended 31 December 2013. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
4 | The resolution was duly passed as an ordinary resolution. | |||||
5 | T o consider and approve the Profit Distribution Plan of the Company for the year 2013. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
5 | The resolution was duly passed as an ordinary resolution. | |||||
6 | To consider and approve the Budget Arrangement Report of the Company for the year ended 31 December 2014. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
6 | The resolution was duly passed as an ordinary resolution. |
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Resolutions | For | Against | Attending And Voting | |||
Resolutions | No. of votes | Percentage of total no. of votes cast | No. of votes | Percentage of total no. of votes cast | No. of shares | |
7 | T o consider and approve the re- appointment of Reanda Certified Public Accountants ( ) and Ernst & Young as the Company's PRC auditors and international auditors, respectively, for the year 2014 for a term until the conclusion of the next annual general meeting of the Company, and to authorise the Board to determine their respective remunerations. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
7 | The resolution was duly passed as an ordinary resolution. | |||||
8 | To consider and elect Mr. Xiao Yan Zhao as Independent Supervisor of the second session of the Board of Supervisors. | 2,760,271,549 | 100% | 0 | 0% | 2,760,271,549 |
8 | The resolution was duly passed as an ordinary resolution. | |||||
9 | To consider and approve the remuneration package of Independent Supervisor. | 2,760,271,549 | 100% | 0 | 0% | 2,760,271,549 |
9 | The resolution was duly passed as an ordinary resolution. | |||||
As special resolutions | ||||||
10 | To consider and approve the granting of a general mandate to the Board to issue, allot and deal with additional domestic shares and H shares not exceeding 20% of each of the aggregate nominal values of the domestic shares and H shares of the Company respectively in issue, and to authorise the Board to make amendments to the Articles of Association as it thinks fit so as to reflect the new share capital structure upon the allotment or issue of additional shares pursuant to such mandate. | 2,120,495,095 | 76.8149% | 640,030,454 | 23.1851% | 2,760,525,549 |
The resolution was duly passed as a special resolution. |
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Resolutions | For | Against | Attending And Voting | |||
Resolutions | No. of votes | Percentage of total no. of votes cast | No. of votes | Percentage of total no. of votes cast | No. of shares | |
11 | To consider and approve the amendment of paragraph four of Article 8, item (12) of paragraph one of Article 114, paragraph one of Article 132, item (7) of paragraph one of Article 133, Article 139 and Article 216 of the Articles of Association. | 2,760,525,549 | 100% | 0 | 0% | 2,760,525,549 |
The resolution was duly passed as a special resolution. |
The full text of all resolutions is set out in the notice of the AGM dated 16 April 2014.
Computershare Hong Kong Investor Services Limited, the Company's H share registrar, in conjunction with Jia Yuan Law Offices, the Company's PRC legal adviser acted as scrutineers for the vote-taking at the AGM.
Following the approval by the shareholders of the Company at the AGM and with effect from 6 June
2014, Mr. Xiao Yan Zhao has been appointed as Independent Supervisor of the second session of the Board of Supervisors whose term of office shall end on the expiry of the term of the second session of the Board of Supervisors. Mr. Xiao will be eligible for re-election upon expiry of their term in accordance with the Articles of Association. Please refer to the circular of the AGM dated 16 April
2014 for Mr. Xiao Yan Zhao's biographical details.
In addition, Ms. Ma Hui has been elected as the employee representative Supervisor of the second session of the Board of Supervisors in the employee representatives meeting of the Company held on 6 March 2014, whose term of office shall start on 6 June 2014 and end on the expiry of the term of the second session of the Board of Supervisors. She will be eligible for re-election upon expiry of her term in accordance with the Articles of Association.
Ms. Ma Hui's biography is set out below:
Ms. Ma Hui, aged 51, is the manager of the Company's audit and regulation department as well as the supervisor of HECIC New-energy Co., Ltd. ( 15 �x��:ff&Jlf0Rl ) and Hebei Suntien Guohua Gas Co., Ltd. ( 15 JTx� ��:ff&Jlf0Rl ), respectively. Ms. Ma graduated from Hebei University of Economics and Business ( 15 ii
with a college diploma. From August 2006 to December 2010, Ms. Ma served as the auditing
manager of Hebei Natural Gas Company Ltd. From December 1981 to June 2004, she served as the
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officer-in-charge of the auditing department( ;NJJ/!!)of North China Pharmaceutical Co., Ltd. ( :ff&0Rl ).
The Company will enter into a service contract with Ms. Ma Hui and her term of office shall be effective from the date of the AGM and end on the expiry of the term of the second session of the Board of Supervisors. She will be eligible for re-election upon expiry of her term in accordance with the Articles of Association. As an employee representative Supervisor, the remuneration of Ms. Ma Hui will be determined in accordance with the criteria of the remuneration management measures of the Company, which includes basic salary, performance bonuses and other benefits. The basic salary is determined in accordance with the position of Ms. Ma Hui in the Company; performance bonus is determined with reference to the Company's business performance; and other benefits include statutory pension, medical and housing funds. The remuneration of Ms. Ma Hui will be determined at the end of each year and will be disclosed in the Company's annual report of the corresponding year.
To the best of the knowledge of the Directors, Ms. Ma Hui did not hold any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas, in the last three years. Save as disclosed above, she does not have any relationship with any Director, senior management member or substantial or controlling shareholder of the Company, nor does she hold any position in the Company or any of its subsidiaries. As of the date of this circular, she does not have any interest in the shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.
Save as disclosed above, there is no other information in relation to the appointment of Ms. Ma Hui that needs to be disclosed pursuant to the requirements set out in Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the shareholders of the Company.
Following the approval by the shareholders of the Company at the AGM, the Board is pleased to announce that details relating to payment of final dividend of the Company for the year ended 31
December 2013 to H share shareholders of the Company are as follows:
On Wednesday, 2 July, 2014, the Company will distribute a final cash dividend of RMB0.046 per share (inclusive of tax) in an aggregate amount of approximately RMB170,897,400 (inclusive of tax) for the year ended 31 December 2013 to H share shareholders whose names appear on the register of members of H shares of the Company on Tuesday, 17 June 2014.
According to the Articles of Association of the Company, dividends will be denominated and declared in Renminbi. Dividends on H shares will be paid in Hong Kong dollars. The actual amount of H share dividends paid in Hong Kong dollars is calculated according to the average benchmark exchange rate of Renminbi against Hong Kong dollars as published by the People's Bank of China for the five business days preceding the date of AGM (i.e. RMB 0.795842 against HK$1), being a final cash dividend of approximately HK$0.05780042 per H share (inclusive of tax).
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According to the Circular on Questions Concerning Withholding and Remitting Enterprise Income
Tax for Dividends Payable to Overseas Non-Resident Enterprise H-share Holders by Chinese
Resident Enterprises (Guoshuihan [2008] No.897) ( Jirp�ftS�{t�IO!P H 3-ftS�{t�
*l*lli li�to�!t{t� 1 :ff .Jl!il'li'm ) issued by the State Administration of Taxation,
enterprise income tax at the rate of 10% shall be levied on dividends paid in or after 2008 by Chinese resident enterprises to overseas H-share shareholders that are non-resident enterprises. If any non-resident enterprise shareholders would like to apply for a refund of the additional amount of tax withheld and paid after receiving the dividend, the Company can assist the relevant shareholders to handle the application for the underlying preferential tax benefits pursuant to the tax treaties. Any shares registered in the name of the non-individual registered shareholders, including HKSCC Nominees Limited, other nominees, trustees or other groups and organizations will be treated as being held by non-resident enterprise shareholders and therefore will be subject to the withholding of the enterprise income tax. If H Shareholders intend to change its shareholder status, please enquire about the relevant procedures with your agents or transferee agent. The Company will strictly comply with the law or the requirements of the relevant government authority and withhold and pay enterprise income tax on behalf of the relevant shareholders based on the register of members for H shares of the Company as at Tuesday, 17 June 2014.
Withholding and Payment of Individual Income Tax for Individual Foreign Shareholders
According to the Circular on Questions Concerning Collection of Individual Income Tax after
Revocation of Document Guoshuifa No. 045 [1993] by Chinese Resident Enterprises (Guoshuihan
[2011] No.348) ( Ji� lli [1993]045 :ff 1 .Jl!il'li'm ) issued by
the State Administration of Taxation, if the individual holders of the H shares who are Hong Kong or Macau residents or residents of the countries which had an agreed tax rate of 10% for dividend with China under the relevant tax agreement, the Company should withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. Should the individual holders of the H shares are residents of the countries which had an agreed tax rate of less than 10% with China under the relevant tax agreement, the Company shall withhold and pay individual income tax on behalf of the relevant shareholders at a rate of 10%. In that case, if the relevant individual holders of the H shares wish to apply for a refund of the additional amount of tax withheld and paid, the Company assist the relevant individual holders of the H shares to handle the application for the underlying preferential tax benefits pursuant to tax agreements. Should the individual holders of the H shares are residents of the countries which had an agreed tax rate of over 10% but less than 20% with China under the tax agreement, the Company shall withhold and pay the individual income tax at the agreed actual rate in accordance with the relevant tax agreement. In the case that the individual holders of the H shares are residents of the countries which had an agreed tax rate of 20% with China, or which has not entered into any tax agreement with China, or otherwise, the Company shall
withhold and pay the individual income tax at a rate of 20%.
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The Company shall take the registered address ( the "registered address") as recorded in the register of members on Tuesday, 17 June 2014 as the basis in determining the residence of the individual holders of the H shares.
The Company assumes no responsibility and will not entertain any claims arising from any delay in, or inaccurate determination of, the status of the shareholders or any dispute over the mechanism of withholding and payment of tax. Shareholders should consult their tax advisers regarding the PRC, Hong Kong and other tax implications of owning and disposing of the H shares of the Company.
By order of the Board of
Executive Director and President
Shijiazhuang City, Hebei Province, PRC, 6 June 2014
As at the date of this announcement, the non-executive Directors are Dr. Cao Xin, Mr. Xiao Gang, Mr. Ma Guo Qing, Mr. Zhao Hui Ning and Mr. Zhao Hui; the executive Directors are Mr. Gao Qing Yu and Mr. Wang Hong Jun; and the independent non-executive Directors are Mr. Qin Hai Yan, Mr. Ding Jun, Mr. Wang Xiang Jun and Mr. Yue Man Yiu Matthew.
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