DENOX ENVIRONMENTAL & TECHNOLOGY HOLDINGS LIMITED 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your securities in Denox Environmental & Technology Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.
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.
DENOX ENVIRONMENTAL & TECHNOLOGY HOLDINGS LIMITED
迪諾斯環保科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1452)
PROPOSALS FOR
- RE-ELECTIONOF DIRECTORS;
- GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;
- RE-APPOINTMENTOF AUDITOR;
AND
(4) NOTICE OF ANNUAL GENERAL MEETING
A notice convening the AGM of Denox Environmental & Technology Holdings Limited to be held at Room 1507, Block 2, Nuode Center, No. 128 Nansi Huan Xi Road, Fengtai District, Beijing, PRC on Friday, 25 June 2021 at 10:00 a.m. is set out on pages 16 to 19 of this circular. Whether you are able to attend the AGM or not, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's Hong Kong branch share registrar and transfer office, 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 holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish.
PRECAUTIONARY MEASURES FOR THE AGM
Practical measures will be taken to try to avoid the spread of COVID-19 at the AGM, including:
- Compulsory temperature checks and health declarations for all attendees, including Directors and Shareholders
- Prohibition from attendance at the AGM if the attendee has a fever. Persons exhibiting flulike symptoms may also be refused admittance to the venue of the AGM
- Compulsory wearing of surgical face masks throughout the AGM
- Maintaining proper distance between seats
- No refreshments will be served at the AGM
Any person who does not comply with the precautionary measures may be denied entry into the venue of the AGM. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attend the AGM in person.
27 April 2021
CONTENTS | |||
Page | |||
Definitions.................................................................................................................................... | 1 | ||
Letter from the Board................................................................................................................ | 3 | ||
Appendix I | - | Details of Directors Proposed to be Re-elected............................................ | 8 |
Appendix II | - | Explanatory Statement on the Buy-back Mandate..................................... | 13 |
Notice of Annual General Meeting............................................................................................ | 16 |
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DEFINITIONS
In this circular, the following expressions have the following meanings unless the context requires otherwise:
"AGM" | the annual general meeting of the Company to be held at Room |
1507, Block 2, Nuode Center, No. 128 Nansi Huan Xi Road, | |
Fengtai District, Beijing, PRC on Friday, 25 June 2021 at | |
10:00 a.m., notice of which is set out on pages 16 to 19 of this | |
circular | |
"Articles" | the articles of association of the Company (as amended, |
supplemented or otherwise modified from time to time) | |
"Board" | the board of Directors |
"Buy-back Mandate" | the proposed general and unconditional mandate to be granted |
to the Directors at the AGM to buy back Shares up to 10% | |
of the issued Shares as at the date of passing of the relevant | |
resolution | |
"close associates(s)" | has the meaning ascribed thereto under the Listing Rules |
"Companies Law" | the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated |
and revised from time to time) of the Cayman Islands | |
"Company" | Denox Environmental & Technology Holdings Limited, an |
exempted company incorporated in the Cayman Islands with | |
limited liability on 7 November 2014, the Shares of which are | |
listed on the main board of the Stock Exchange | |
"core connected person | has the meaning assented thereto under the Listing Rules |
"Director(s)" | the director(s) of the Company |
"Group" | the Company and its subsidiaries |
"HK$" | Hong Kong dollars, the lawful currency of Hong Kong |
"Hong Kong" | the Hong Kong Special Administrative Region of the PRC |
"Issue Mandate" | the proposed general and unconditional mandate to be granted |
to the Directors at the AGM to allot, issue and otherwise deal | |
with new Shares not exceeding 20% of the issued Shares as at | |
the date of passing of the relevant resolution |
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DEFINITIONS | |
"Latest Practicable Date" | 19 April 2021, being the latest practicable date prior to the |
printing of this circular for the purpose of ascertaining certain | |
information contained herein | |
"Listing Rules" | the Rules Governing the Listing of Securities on the Stock |
Exchange | |
"PRC" | the People's Republic of China, excluding, for the purpose of |
this circular, Hong Kong, the Macao Special Administrative | |
Region of the PRC and Taiwan | |
"SFO" | the Securities and Futures Ordinance (Chapter 571 of the |
Laws of Hong Kong) as amended, supplemented or otherwise | |
modified from time to time | |
"Share(s)" | ordinary share(s) of US$0.01 each in the share capital of the |
Company | |
"Shareholder(s)" | the holder(s) of the Share(s) |
"Stock Exchange" | The Stock Exchange of Hong Kong Limited |
"Takeovers Code" | The Codes on Takeovers and Mergers and Share Buy-backs |
issued by the securities and Futures Commission of Hong | |
Kong (as amended, supplemented or otherwise modified from | |
time to time) | |
"US$" | United States dollars, the lawful currency of the United States |
"%" | per cent. |
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LETTER FROM THE BOARD
DENOX ENVIRONMENTAL & TECHNOLOGY HOLDINGS LIMITED
迪諾斯環保科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1452)
Executive Directors | Registered office: |
Ms. ZHAO Shu (Chairlady) | Cricket Square, Hutchins Drive |
Mr. KONG Hongjun | P.O. Box 2681 |
Mr. LI Ke | Grand Cayman, KY1-1111 |
Non-executive Directors | Cayman Islands |
Principal place of business | |
Mr. LI Xingwu | |
Mr. TEO Yi-Dar | in Hong Kong: |
Independent non-executive Directors | 40th Floor, Dah Sing Financial Centre |
No. 248 Queen's Road East | |
Ms. CHAN Yeuk Wa | Wanchai |
Mr. LI Min | Hong Kong |
Mr. ONG Chor Wei | Principal place of business |
in the PRC: | |
Room 1507, Block 2 | |
Nuode Center | |
No. 128 Nansi Huan Xi Road | |
Fengtai District | |
Beijing, 100070 | |
PRC | |
27 April 2021 | |
To the Shareholders | |
Dear Sir/Madam, |
PROPOSALS FOR
- RE-ELECTIONOF DIRECTORS;
- GENERAL MANDATES TO ISSUE AND BUY BACK SHARES;
- RE-APPOINTMENTOF AUDITOR;
AND
- NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you notice of the AGM and provide you with information
regarding the resolutions to be proposed at the AGM to approve (i) the proposed re-election of the Directors; (ii) the proposed granting of the Issue Mandate and the extension thereof; (iii) the proposed granting of the Buy-back Mandate; and (iv) the proposed re-appointment of auditor.
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LETTER FROM THE BOARD
2. PROPOSAL FOR RE-ELECTION OF DIRECTORS
In accordance with Article 83(3) of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and shall then be eligible for re-election at such meeting. Accordingly, Ms. Chan Yeuk Wa ("Ms. Chan") shall hold office till the AGM and be eligible, has offered herself for re-election at the AGM.
In accordance with Article 84(1) of the Articles, not less than one-third of the Directors for the time being shall retire from office by rotation at every annual general meeting of the Company and the retiring Directors shall be eligible for re-election. Accordingly, Mr. Kong Hongjun ("Mr. Kong"), Mr. Li Xingwu ("Mr. Li") and Mr. Ong Chor Wei ("Mr. Ong") shall retire from office by rotation at the AGM and, being eligible, offer themselves for re-election. The information required to be disclosed under the Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix I to this circular.
At the AGM, the re-election of each of the retiring Directors will be voted on individually by a separate ordinary resolution as set out in the notice convening the AGM.
3. PROCEDURE AND PROCESS FOR NOMINATION OF DIRECTORS
The nomination committee will recommend to the Board for the appointment of a Director including an independent non-executive Director in accordance with the following selection criteria and nomination procedures:
- identify individuals who are suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships, having due regard to the Company's board diversity policy, the requirements in the Company's constitution, the Listing Rules and applicable laws and regulations, and the relevant candidates' contributions to the Board in terms of qualifications, skills, experiences, independence and gender diversity;
- assess the independence of independent non-executive Director to determine their eligibility with reference to the factors set out in Rule 3.13 of the Listing Rules and any other factors deemed appropriate by the nomination committee or the Board. If a proposed independent nonexecutive Director will be holding their seventh (or more) listed company directorship, to assess his/her ability to devote sufficient time to the Board matters; and
- develop the criteria for identifying and assessing the qualifications of and evaluating candidates for directorship, including but not limited to evaluating the balance of skills, knowledge and experience on the Board, and in the light of this evaluation prepare a description of the role and capabilities required for a particular appointment.
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LETTER FROM THE BOARD
4. RECOMMENDATION OF THE NOMINATION COMMITTEE
The nomination committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of with reference to the nomination principles and criteria set out in the Company's board diversity policy and director nomination policy and the Company's corporate strategy, and the independence of all independent non-executive Directors. The nomination committee also assessed and reviewed the annual confirmation of independence pursuant to Rule
3.13 of the Listing Rules of Ms. Chan and re-affirmed her independence. The nomination committee has recommended to the Board on re-election of Mr. Kong, Mr. Li, Ms. Chan and Mr. Ong who are due to retire at the AGM. The Company considers that all independent non-executive Directors, including Ms. Chan and Mr. Ong are independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.
5. PROPOSAL FOR GENERAL MANDATES TO ISSUE AND BUY-BACK SHARES
An ordinary resolution as set out in ordinary resolution no. 4 in the notice of the AGM will be proposed at the AGM to seek the approval of the Shareholders to grant the Directors the Issue Mandate to issue, allot and deal with new Shares up to 20% of the issued Shares as at the date of passing of the ordinary resolution.
As at the Latest Practicable Date, the number of Shares in issue was 494,037,000 Shares. Accordingly, the exercise of the Issue Mandate in full would enable the Company to issue a maximum of 98,807,400 new Shares (assuming no Share is issued or repurchased after the Latest Practicable Date and up to the passing of the relevant resolution). The granting of the Issue Mandate will provide flexibility to the Directors to issue Shares when it is in the interests of the Company and the Shareholders as a whole.
In addition, an ordinary resolution as set out in ordinary resolution no. 6 in the notice of the AGM will be proposed at the AGM to extend the Issue Mandate to increase its limit by adding to it the number of Shares which may be repurchased under the Buy-back Mandate.
An ordinary resolution set out in ordinary resolution no. 5 of the notice of the AGM will be proposed at the AGM to grant the Buy-back Mandate to the Directors.
An explanatory statement required by the Listing Rules to provide Shareholders with all information reasonably necessary for them to make an informed decision on whether to vote for or against the relevant ordinary resolution approving the Buy-back Mandate at the AGM is set out in Appendix II to this circular.
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LETTER FROM THE BOARD
6. PROPOSAL FOR RE-APPOINTMENT OF AUDITOR
SHINEWING (HK) CPA Limited will retire as the auditor of the Company at the AGM and, being eligible, offer itself for re-appointment.
The Board hereby proposed the Shareholders to approve the re-appointment of SHINEWING (HK) CPA Limited as the auditor of the Company and to hold office until the conclusion of the next annual general meeting of the Company.
7. AGM AND PROXY
A notice convening the AGM is set out on pages 16 to 19 of this circular. At the AGM, ordinary resolutions will be proposed to approve, among other things, the proposed re-election of the Directors, the proposed granting of the Issue Mandate and the extension thereof, the proposed granting of the Buy-back Mandate, and the proposed re-appointment of auditor.
A form of proxy for use at the AGM is also enclosed in this circular. Such form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www. china-denox.com). Whether you intend to attend the AGM or not, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited (the "Branch Registrar") 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 holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM should you so wish and in such event, the form of proxy shall be deemed to be revoked.
8. VOTING AT THE AGM
Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. The chairman of the meeting will therefore demand a poll for every resolution put to the vote of the AGM pursuant to Article 66 of the Articles.
To the best of the Director's knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the relevant resolutions to be proposed at the AGM. An announcement on the voting results will be made by the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.
9. CLOSURE OF REGISTER OF MEMBERS
For determining the entitlement of Shareholders who are entitled to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Branch Registrar for registration no later than 4:30 p.m. on Monday, 21 June 2021.
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LETTER FROM THE BOARD
10. RECOMMENDATIONS
The Board is pleased to recommend the proposed re-election of the Directors, details of whom are set out in Appendix I to this circular.
The Board considers that the proposed re-election of the Directors, the proposed granting of the Issue Mandate and the extension thereof, the proposed granting of the Buy-back Mandate, and the proposed re-appointment of auditor are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant ordinary resolutions to be proposed at the AGM.
11 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.
12. MISCELLANEOUS
The English version of this circular shall prevail in case of any inconsistency. The Chinese translation of the circular is for reference only.
Yours faithfully,
For and on behalf of the Board of
Denox Environmental & Technology Holdings Limited
Zhao Shu
Chairlady
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Appendix I | Details of Directors Proposed |
to be Re-elected | |
The biographical details of the Directors proposed to be re-elected at the AGM are set out as follows:
EXECUTIVE DIRECTOR
Mr. Kong Hongjun (孔紅軍), aged 53, was appointed as the Director on 9 February
2015 and was re-designated as an executive Director on 19 October 2015. Mr. Kong is also the deputy general manager of Beijing Denox Environmental & Technology Co., Ltd, Gu'an Denox Environmental Equipment Manufacturing Co., Ltd and the Company and is primarily responsible for the cost management of raw materials and equipment procurement of, and provision of technical support to, the Group. Prior to joining the Group, Mr. Kong served as procurement manager of the environmental protection department of China Huadian Engineering Co., Ltd. (中國華電工程（集 團）有限公司), a company principally engaged in for project construction and service applied in the industry of electronic power, petrifaction, harbor, metallurgy, mining, civilian and new energy engineering, from May 1993 to April 2006, where he was primarily responsible for the procurement of machinery. From June 2006 to April 2008, he served as the general manager of Beijing Mixwell Mixing Equipment Co., Ltd. (北京邁士華混合設備有限公司), a manufacturer of mixers, where he was primarily responsible for management of the company. Mr. Kong held various positions in China Datang Technology & Engineering Co., Ltd. (中國大唐集團科技工程有限公司) from May 2008 to February 2011 where he last served as deputy manager of the environmental affairs department and was primarily responsible for procurement management, project management and cost control. Mr. Kong received his bachelor of engineering from China University of Mining and Technology (中國 礦業大學) in July 1990, majoring in engineering for thermal power engineering (電廠熱能動力工 程) of power plants. He received his master of engineering from Southeast University (東南大學) in February 1993, majoring in thermal power engineering (電廠熱能動力工程) of power plants. Mr. Kong obtained the qualification as an engineer granted by the Ministry of Electric Power Industry of the PRC (中華人民共和國電力工業部) in September 1996.
Mr. Kong has entered into a service contract with the Company with effect from 12 November 2018 until terminated in accordance with the term of the service contract. Under the service contract, either party may terminate such contract at any time by giving the other not less than three months' notice in writing. Mr. Kong is currently entitled to an annual remuneration of RMB255,000. The amount of annual remuneration is subject to review by the Board at its discretion and having regard to his duties and responsibilities. Mr. Kong is also entitled to receive an annual bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.
As at the Latest Practicable Date, Mr. Kong was deemed to be interested in 8,887,475 Shares held by Global Reward Holdings Limited, a company wholly-owned by him. Save as disclosed above, Mr. Kong is not interested in any other Shares within the meaning of Part XV of the SFO.
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Appendix I | Details of Directors Proposed |
to be Re-elected | |
Save as disclosed above, Mr. Kong has not held directorships of any other listed public companies in the past three years and has not held any other position with the Group. Save as disclosed above, Mr. Kong does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed above, there is no other information in relation to Mr. Kong that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.
NON-EXECUTIVE DIRECTOR
Mr. Li Xingwu (李興武), aged 54, was appointed as the Director on 7 November 2014 and was re-designated as a non-executive Director on 19 October 2015. Prior to joining the Group, Mr. Li held various positions in China National Electric Equipment Corporation (中國電工設備總公司), now known as China National Electric Engineering Co., Ltd. (中國電力工程有限公司), a company engaged in EPC contracting, complete equipment supply, engineering consultation, engineering design, project management and supervision, installation and commissioning, technical service, power plant maintenance and operation from July 1988 to January 2000 where he last served as project manager and was primarily responsible for providing technical support and advice to major projects and helping to promote technological innovation. From January 2000 to July 2009, Mr. Li served as project manager of General Machinery Development Co., Ltd. (通達機械有限公司), a trading company engaged in the sale of various types of general machinery, electrical equipment and instrument products, where he was primarily responsible for implementation and management of the transportation and water supplies projects. Since August 2009, Mr. Li founded Yu The Great Environmental Engineering (Beijing) Co., Ltd. (中禹環境工程（北京）有限公司), a contractor for construction projects where he serves as the chairman and is primarily responsible for strategic planning.
Mr. Li received his bachelor of engineering, majoring in engineering for thermal conversion, from Shanghai Institute of Mechanism (上海機械學院), now known as University of Shanghai for Science and Technology (上海理工大學) in July 1988. Mr. Li obtained the qualification as a senior engineer (高級工程師) in respect of construction of the thermal conversion granted by the Ministry of Mechanical Industry (機械工業部) in October 1998.
Mr. Li has entered into a letter of appointment with the Company for a term of three years with effect from 12 November 2018 until terminated in accordance with the terms of the letter of appointment. Under the letter of appointment, either party may terminate such contract at any time by giving the other not less than three months' notice in writing. Mr. Li has not received any remuneration. The amount of annual remuneration is subject to review by the Board at its discretion and having regard to his duties and responsibilities. Mr. Li is also entitled to receive an annual bonus determined by the Board at its absolute discretion according to his performance and the operating results of the Company.
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Appendix I | Details of Directors Proposed |
to be Re-elected | |
As at the Latest Practicable Date, Mr. Li was deemed to be interested in 51,075,015 Shares held by EEC Technology Limited, a company wholly-owned by him. Save as disclosed above, as at the Latest Practicable Date, Mr. Li did not have any other interests in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Li has not held directorships of any other listed public companies in the past three years and has not held any other position with the Group. Save as disclosed above, Mr. Li does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Save as disclosed above, there is no other information in relation to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.
INDEPENDENT NON-EXECUTIVE DIRECTORS
Ms. Chan Yeuk Wa (陳躍華), aged 50, was appointed as an independent non-executive Director on 30 June 2020. Ms. Chan is the chairperson of the Audit Committee. Ms. Chan has extensive experience in investment banking and commercial banking industry. From 1995 to 2006, she worked in Bank of China (Hong Kong) Limited and was responsible for marketing promotion and IPO Receiving Bank Service and Dividend Payment Services, and among others, mergers & acquisitions, privatization, shares repurchase and placing. From 2006 to 2009, Ms. Chan was the team head of IPO Service in the Commercial Business Management Department in Industrial and Commercial Bank of China (Asia) Limited, where she oversaw IPO and listing-related business and developed various banking products. From 2012 to 2019, Ms. Chan was a director and the chief executive officer at Partners Financial Holdings Limited, where she was responsible for various mergers & acquisitions transactions and establishment of private equity funds. Ms. Chan obtained a Master of Business Administration degree from the University of South Australia in 2004.
Ms. Chan has entered into a letter of appointment with the Company in relation to her appointment as an independent non-executive Director for a term of three years commencing from 30 June 2020. She is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles. Under the letter of appointment, either party may terminate at any time by giving the other not less than three months' notice in writing. Ms. Chan is entitled to receive a fixed director's fee of HK$120,000 annually, which was determined by the Board based on the recommendation of the remuneration committee of the Company taking into account, among other factors, her qualifications and experience, responsibilities undertaken, contribution to the Company and the prevailing market level of remuneration for similar position and is subject to an annual review.
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Appendix I | Details of Directors Proposed |
to be Re-elected | |
Save as disclosed above, Ms. Chan (i) does not hold other positions with the Company or any of its subsidiaries; (ii) has not held any directorships in the last three years in any public companies (the securities of which are listed on any securities market in Hong Kong or overseas); (iii) does not have any relationships with any Directors, senior management or substantial or controlling Shareholders; and (iv) does not have any interests in Shares within the meaning of Part XV of the SFO.
Save as aforesaid, there is no other information in relation to Ms. Chan that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to her re-election.
Mr. Ong Chor Wei (王祖偉), aged 51, was appointed as an independent non-executive Director on 18 October 2015. Mr. Ong is a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee.
Mr. Ong has over 30 years of experience in finance and accounting. Mr. Ong is currently an executive director of Net Pacific Financial Holdings Limited (Stock Code: 5QP) and a non-executive director of Joyas International Holdings Limited (Stock Code: E9L), both companies are listed on the Singapore Exchange. Mr Ong is an executive director of Zibao Metals Recycling Holdings Plc (Stock: BO), a company trading on AIM, a market operated by the London Stock Exchange. Mr. Ong is an independent non-executive director of Man Wah Holdings Limited (Stock Code: 1999), O-Net Technologies (Group) Limited (Stock Code: 877) (formerly known as O-Net Communications (Group) Limited), Nameson Holdings Limited (Stock Code: 1982) and Smart Globe Holdings Limited (Stock code: 1481), respectively, all of which are listed on the Stock Exchange.
Previously, he served as a non-executive director of Hong Wei (Asia) Holdings Company Limited (Stock Code:8191), a company listed on the Growth Enterprise Market of the Stock Exchange, during November 2012 to October 2016. He was a non-executive director of Vico International Holdings Limited (Stock Code: 1621), a company listed on the Stock Exchange, during June 2017 to February 2019. He was a non-executive director of Prosperous Printing Company Limited (Stock code: 8385), a company listed on the Stock Exchange, during September 2016 to October 2020. He was an independent non-executive director of Smart Globe Holdings Ltd. (Stock code: 8485), a company listed on the Stock Exchange, during December 2017 to December 2020.
Mr. Ong holds a Master of Business Administration degree that was jointly awarded to him by the University of Wales and the University of Manchester in March 2000. Mr. Ong also holds a Bachelor of Laws degree from The London School of Economics and Political Science, University of London in August 1990. Mr. Ong is an associate member of The Institute of Chartered Accountants in England and Wales and a member of the Hong Kong Institute of Certified Public Accountants.
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Appendix I | Details of Directors Proposed |
to be Re-elected | |
Mr. Ong has entered into a letter of appointment with the Company with effect from 12 November 2018 until terminated in accordance with the terms of the letter of appointment. Under the letter of appointment, either party may terminate such contract at any time by giving the other not less than three months' notice in writing. Mr. Ong currently entitled to a fixed director's fee of HK$120,000 per year in aggregate. Mr. Ong's director's fee is determined by the Board having regard to his duties and responsibilities.
As at the Latest Practicable Date, Mr. Ong did not have any interest in the Shares within the meaning of Part XV of the SFO.
Save as disclosed above, Mr. Ong has not held directorships of any other listed public companies in the past three years and has not held any other position with the Group. Mr. Ong does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Listing Rules) of the Company.
Save as aforesaid, there is no other information in relation to Mr. Ong that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules or any other matter that needs to be brought to the attention of the Shareholders in relation to his re-election.
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Appendix II | Explanatory Statement on the |
Buy-back Mandate | |
This appendix serves as an explanatory statement which contains particulars that are required by the Listing Rules to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Buy-back Mandate.
THE BUY-BACK MANDATE TO BUY-BACK SHARES
At the AGM, an ordinary resolution will be proposed to grant the Directors the new general and unconditional mandate to exercise the power of the Company to buy-back Shares up to 10% of the issued share capital of the Company as at the date of passing of the relevant resolution.
The Buy-back Mandate will continue to be in force until (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 to be held by the Articles or any applicable laws of the Cayman Islands; or (iii) the revocation or variation of the authority given under the mandate by ordinary resolution of Shareholders in general meeting, whichever is the earlier.
EXERCISE OF THE BUY-BACK MANDATE
As at the Latest Practicable Date, the number of Shares in issue was 494,037,000 Shares. Subject to the passing of the proposed ordinary resolution approving the Buy-back Mandate and on the basis that no further Shares is issued or repurchased by the Company prior to the AGM, the exercise of the proposed Buyback Mandate in full would allow the Company to buy-back up to 49,403,700 Shares.
REASONS FOR BUY-BACKS
The Directors believe that the granting of the Buy-back Mandate is in the interests of the Company and the Shareholders as a whole. Buy-backs will only be made when the Directors believe that such a buyback will benefit the Company and the Shareholders as a whole. Such buy-backs may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share of the Company and/or its earnings per Share.
FUNDING OF BUY-BACKS
In making a buy-back, the Company may only apply funds legally available for such purpose in accordance with the Articles, the Listing Rules, the Companies Law and the applicable laws of Hong Kong and the Cayman Islands. Any buy-backs by the Company may be made out of capital paid up on the Shares to be repurchased (if so authorised by the Articles and subject to the provisions of the Companies Law). The laws of the Cayman Islands provide that the repurchase of Shares may only be paid out from the profits of the Company and/or out of the proceeds of a new issue of Shares made for the purpose of the buy-back or out of capital, if the Company can immediately following such payment pay its debts as they fall due in the ordinary course of business.
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Appendix II | Explanatory Statement on the |
Buy-back Mandate | |
IMPACT OF BUY-BACK
There may be an adverse impact on the working capital requirements or gearing levels of the Company as compared with the position disclosed in the audited financial statements of the Company contained in the annual report for the year ended 31 December 2020 in the event that the Buy-back Mandate is to be exercised in full during the proposed buy-back period.
However, the Directors do not propose to exercise the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels of the Company as compared with the position disclosed in the latest published audited financial statements of the Company which in the opinion of the Directors are from time to time appropriate for the Company.
SHARES BUY-BACKS MADE BY THE COMPANY
No buy-backs of Shares (whether on the Stock Exchange or otherwise) have been made by the Company in the previous six months immediately preceding the Latest Practicable Date.
TAKEOVERS CODE
If a Shareholder's proportionate interest in the voting rights of the Company increases on the Company's exercising its powers to buy-back Shares pursuant to the Buy-back Mandate, such increase will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
In the event that the Directors exercise the Buy-back Mandate in full, the total number of Shares which will be bought-back pursuant to the Buy-back Mandate shall be 49,403,700 Shares (being 10% of the issued share capital of the Company as at the Latest Practicable Date). As at the Latest Practicable Date, as far as the Directors are aware, Ms. Zhao and Advant Performance Limited (wholly-owned by Ms. Zhao), who are presumed to be acting in concert under the Takeovers Code (collectively known as the "Concert Group"), were interested in an aggregate of 167,844,086 Shares, representing approximately 33.97% of issued share capital of the Company. The percentage of shareholding of the Concert Group will increase to approximately 37.75% of the issued share capital of the Company immediately following the full exercise of the Buy-back Mandate, and such increase would give rise to an obligation to make a mandatory offer on the part of the Concert Group under Rules 26 and 32 of the Takeovers Code. The Directors do not have any intention to exercise the Buy-back Mandate to the extent that would trigger a mandatory offer under the Takeovers Code.
Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of the exercise of the Buy-back Mandate. In any event, the Buy-back Mandate will be exercised only if the number of Shares held by the public would not fall below 25%.
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Appendix II | Explanatory Statement on the |
Buy-back Mandate | |
SHARE PRICES
The highest and lowest prices at which the Shares have been traded on the Stock Exchange during the past twelve months preceding the Latest Practicable Date were as follows:
Highest | Lowest | |
(HK$) | (HK$) | |
2020 | ||
April | 0.226 | 0.160 |
May | 0.219 | 0.185 |
June | 0.201 | 0.168 |
July | 0.190 | 0.139 |
August | 0.185 | 0.133 |
September | 0.193 | 0.163 |
October | 0.193 | 0.151 |
November | 0.190 | 0.168 |
December | 0.194 | 0.188 |
2021 | ||
January | 0.213 | 0.153 |
February | 0.182 | 0.140 |
March | 0.450 | 0.135 |
April (up to the Latest Practicable Date) | 0.180 | 0.165 |
UNDERTAKING
The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Buy-back Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.
None of the Directors nor, to the best of the Directors' knowledge, having made all reasonable enquiries, any of their respective close associates has any present intention, in the event that the Buy- back Mandate is approved by the Shareholders, to sell any Shares to the Company.
As at the Latest Practicable Date, no core connected persons of the Company has notified the Company that he/she has a present intention to sell any Shares to the Company or has undertaken not to do so, if the Buy-back Mandate is approved by the Shareholders.
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NOTICE OF ANNUAL GENERAL MEETING
DENOX ENVIRONMENTAL & TECHNOLOGY HOLDINGS LIMITED
迪諾斯環保科技控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1452)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of Denox Environmental & Technology Holdings Limited (the "Company") will be held at Room 1507, Block 2, Nuode Center, No. 128 Nansi Huan Xi Road, Fengtai District, Beijing, People's Republic of China on Friday, 25 June 2021 at 10:00 a.m. for the following purposes:
ORDINARY RESOLUTIONS
-
To receive and adopt the audited consolidated financial statements and the reports of directors (the "Directors") and auditors of the Company for the year ended 31
December 2020. - (a) To re-elect the following retiring Directors (as separate resolutions):
- Mr. Kong Hongjun as an executive Director;
- Mr. Li Xingwu as a non-executive Director;
- Ms. Chan Yeuk Wa as an independent non-executive Director;
- Mr. Ong Chor Wei as an independent non-executive Director; and
- To authorise the board of Directors (the "Board") to fix the Directors' remuneration.
- To re-appoint SHINEWING (HK) CPA Limited as the auditor of the Company and to authorise the Board to fix its remuneration.
- To consider and, if thought fit, pass with or without amendments, the following resolutions as an ordinary resolutions of the Company:
"THAT: - subject to paragraph (c) below of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (d)(i) below) of all the powers of the Company to allot, issue and deal with additional shares of US$0.01 each in
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NOTICE OF ANNUAL GENERAL MEETING
the capital of the Company (the "Shares") or securities convertible into Shares (including options, warrants or similar rights to subscribe for any Shares) and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
- the approval in paragraph (a) of this resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers at any time during or after the end of the Relevant Period;
- the aggregate number of Shares or securities of the Company allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to:
- a Rights Issue (as defined in paragraph (d)(ii) of this resolution);
- an exercise of rights of subscription or conversion under terms of any warrants or similar rights granted by the Company or any securities which are convertible into Shares;
- the grant of options or rights to acquire the Shares or exercise of the options or subscription rights granted under any option scheme or similar arrangement for the time being adopted and approved by the Shareholders;
-
any scrip dividend or similar arrangement providing for the allotment of
Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company (the "Articles"); or - a specific authority granted by the Shareholders in general meeting,
shall not exceed 20 per cent. of the number of issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly;
- for the purpose of this resolution:
- "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
- the conclusion of the next annual general meeting of the Company;
- the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the Cayman Islands to be held; or
-
the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company (the
"Shareholders") in general meeting.
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NOTICE OF ANNUAL GENERAL MEETING
- "Rights Issue" means an offer of Shares or other securities of the Company giving the right to subscribe for the Shares open for a period fixed by the Directors to the Shareholders on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares
(subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of, any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China applicable to the Company)."
5. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT:
- subject to paragraph (b) below of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to buy-back the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws of the Cayman Islands and the Rules Governing the
Listing of Securities on the Stock Exchange or rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved; - the aggregate number of Shares to be bought back by the Company pursuant to the approval in paragraph (a) of this resolution during the Relevant Period (as defined below) shall not exceed 10 per cent. of the aggregate number of the issued Shares as at the date of passing of this resolution and the said approval shall be limited accordingly;
-
for the purpose of this resolution:
"Relevant Period" means the period from the passing of this resolution until whichever is the earlier of: - the conclusion of the next annual general meeting of the Company;
-
the expiration of the period within which the next annual general meeting of the Company is required by the Articles or any applicable laws of the
Cayman Islands to be held; or - the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders in general meeting."
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NOTICE OF ANNUAL GENERAL MEETING
6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution of the Company:
"THAT conditional upon the passing of resolution nos. 4 and 5 set out in this notice of meeting, the aggregate number of Shares that may be allotted, issued or dealt with by the Directors pursuant to and in accordance with the general mandate granted under resolution no. 4 set out in this notice of meeting be and is hereby extended by the addition thereto of such number of Shares which may be bought back by the Company pursuant to and in accordance with the general mandate granted under resolution no. 5 set out in this notice of meeting, provided that such number of Shares shall not exceed 10 per cent. of the total number of the Shares in issue as at the date of passing of this resolution no. 6."
By Order of the Board
Denox Environmental & Technology Holdings Limited
Zhao Shu
Chairlady
Hong Kong, 27 April 2021
Notes:
- Any member of the Company entitled to attend and vote at the meeting or any adjournment thereof (as the case may be) is entitled to appoint one or more proxies to attend and vote in his stead. A proxy need not be a member of the Company.
- To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof, must be deposited at the Company's Hong Kong branch share registrar and transfer office, 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 holding the meeting or any adjourned meeting thereof.
-
For determining the entitlement of Shareholders who are entitled to attend and vote at forthcoming annual general meeting, the register of members of the Company will be closed from Tuesday, 22 June 2021 to Friday, 25 June
2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the forthcoming annual general meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 21 June 2021. - With regard to resolution no. 2 in this notice, Mr. Kong Hongjun, Mr. Li Xingwu, Mr. Ong Chor Wei and Ms. Chan Yeuk Wa offered themselves for re-election. Biographical details of those Directors are set out in Appendix I to the circular to Shareholders dated 27 April 2021.
- The annual general meeting is expected to last for less than one day. The Shareholders and proxies attending the annual general meeting shall be responsible for their own travelling and accommodation expenses.
As at the date of this notice of meeting, the Board comprises Ms. Zhao Shu, Mr. Kong Hongjun and Mr. Li Ke as executive Directors; Mr. Li Xingwu and Mr. Teo Yi-Dar as non-executive Directors; and Ms. Chan Yeuk Wa, Mr. Li Min and Mr. Ong Chor Wei as independent non-executive Directors.
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Denox Environmental & Technology Holdings Ltd. published this content on 26 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2021 11:30:04 UTC.
