THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect about this circular or as to the action to be taken, you should consult your
licensed stockbroker or registered dealer in securities, bank, bank manager, solicitor, professional accountant or other
professional adviser.
If you have sold or transferred all your H Shares in Yunnan Water Investment Co., Limited*, you should at once hand
this circular, together with the enclosed proxy form and reply slip, to the purchaser or transferee or to the bank, licensed
stockbroker or registered dealer in securities or other agent through whom the sale or transfer was effected for
transmission to the purchaser or 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.
雲南水務投資股份有限公司
Yunnan Water Investment Co., Limited *
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock code: 6839)
(I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(II) PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND
SUPERVISORS FOR THE FORTHCOMING SESSION
AND
(III) NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING
The 2017 first extraordinary general meeting of Yunnan Water Investment Co., Limited* will be held at 10:00 a.m. on
Monday, 28 August 2017 at Conference Room 1503, 15th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong
Road, Gaoxin District, Kunming, Yunnan Province, the PRC. The Notice of EGM is set out from pages 17 to 20 of this
circular. The proxy form and reply slip for the EGM are enclosed herewith, the same is also published on the website
of the Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the website of the Company
(www.yunnanwater.cn).
Whether or not you are able to attend the EGM, you are advised to complete and return as soon as possible the enclosed
proxy form in accordance with the instructions printed thereon. The proxy form for holders of H Shares should be
returned to the Company’s H Share registrar in Hong Kong, Tricor Investor Services Limited, located at 22nd Floor,
Hopewell Centre, 183 Queen’s Road East, Hong Kong, and the proxy form for holders of Domestic Shares should be
returned to the secretariat of the Board at 16th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road,
Gaoxin District, Kunming,Yunnan Province, the PRC by no later than 24 hours before the time appointed for convening
the Extraordinary General Meeting or any adjourned meeting thereof. Completion and return of the proxy form will not
preclude you from attending and voting at the Extraordinary General Meeting, or any adjourned meeting, in person if
you so wish.
If you intend to attend the EGM in person or by proxy, you are required to complete and return the reply slip to Tricor
Investor Services Limited (in case of holders of H Shares) or to the office of the secretariat of the Board (in case of
holders of Domestic Shares) on or before Tuesday, 8 August 2017.
*
For identification purposes only
12 July 2017
CONTENTS
Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
1.
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
2.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION . . . . . . . . . . . . . .
5
3.
PROPOSED RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
4.
PROPOSED APPOINTMENT OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
9
5.
PROPOSED RE-ELECTION OF SUPERVISORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
11
6.
PROPOSED APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS .
12
7.
DELAY IN RE-ELECTION OF DIRECTORS AND SUPERVISORS FOR THE
FORTHCOMING SESSION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
8.
EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
9.
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
15
10.
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
16
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
17
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the
following meanings:
“Articles of Association”
the articles of association of the Company
“Beijing OriginWater”
Beijing OriginWater Technology Co., Ltd.* (北京碧水源科技
股份有限公司), a joint stock limited liability company
established in the PRC, whose shares are listed on the
Shenzhen Stock Exchange (stock code: 300070)
“Board” or “Board of Directors”
the board of Directors
“Chairman”
the chairman of the Board
“Company”
Yunnan Water Investment Co., Limited* (雲南水務投資股份
有限公司), a joint stock limited liability company
incorporated in the PRC, whose H Shares are listed on the
Stock Exchange (stock code: 6839)
“Director(s)”
the director(s) of the Company
“Domestic Share(s)”
the ordinary shares in issue in the share capital of the
Company with a nominal value of RMB1.00 each, which are
subscribed in RMB or credited as fully paid
“EGM”
the extraordinary general meeting of the Company to be held
at 10:00 a.m. on Monday, 28 August 2017 at Conference
Room 1503, 15th Floor, Block A, He Cheng International,
1088 Haiyuan Zhong Road, Gaoxin District, Kunming,
Yunnan Province, the PRC
“Group”
the Company and its subsidiaries
“H Shares”
the ordinary shares in issue in the share capital of the
Company with a nominal value of RMB1.00 each, which are
listed on the Main Board of the Stock Exchange
“Hong Kong”
Hong Kong Special Administrative Region of the PRC
“Listing Rules”
the Rules Governing the Listing of Securities on the Hong
Kong Stock Exchange
“Notice of EGM”
the notice to convene the EGM as set out on pages 17 to 20
of this circular
“PRC”
the People’s Republic of China, for the purpose of this
circular only, excluding Hong Kong, Macau Special
Administrative Region of the People’s Republic of China and
Taiwan
— 1 —
DEFINITIONS
“PRC Company Law”
the Company Law of the PRC (中華人民共和國公司法), as
supplemented and otherwise modified from time to time
“SFO”
Securities and Futures Ordinance (Chapter 571 of the Laws of
Hong Kong)
“Share(s)”
Domestic Shares and/or H Shares
“Shareholders”
the holders of the Shares
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“Subsidiary/(ies)”
has the meaning ascribed to it under the Listing Rules
“Supervisor(s)”
the supervisor(s) of the Company
“Supervisory Committee”
supervisory committee of the Comapny
“YMCI”
Yunnan Metropolitan Construction Investment Co., Ltd.* (雲
南省城市建設投資集團有限公司), a limited liability company
established in the PRC
— 2 —
EXPECTED TIMETABLE
2017
Deadline for registration of transfer of Shares in order to
be eligible for attending and voting at the
Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 28 July
Suspension of registration of transfer of Shares . . . . . . . . . . . . From Saturday, 29 July to Monday,
28 August (both dates inclusive)
Deadline for returning the reply slip for the EGM
. . . . . . . . . . . . . . . . . . . . . . Tuesday, 8 August
Deadline for returning the proxy form for the EGM . . . . . . . . . . 10:00 a.m. on Sunday, 27 August
EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:00 a.m. on Monday, 28 August
Resumption of registration of transfer of Shares . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 29 August
— 3 —
LETTER FROM THE BOARD
雲南水務投資股份有限公司
Yunnan Water Investment Co., Limited
*
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock code: 6839)
Executive Directors:
Mr. Yu Long (Chief Executive Officer)
Mr. Liu Xujun (Deputy Chief Executive Officer)
Mr. Huang Yunjian (Deputy Chief Executive Officer)
Mr. Dai Richeng
Non-executive Directors:
Mr. Jiao Jun (Acting Chairman)
Mr. He Yuanping
Mr. Feng Zhuangzhi
Registered office and principal place
of business in the PRC:
15th & 16th Floors, Block A
He Cheng International
1088 Haiyuan Zhong Road
Gaoxin District
Kunming, Yunnan Province
the PRC
Principal place of business in Hong Kong:
Suite 5007, 50/F, Central Plaza
18 Harbour Road, Wanchai
Hong Kong
Independent Non-executive Directors:
Mr. Kwok For Chi
Mr. Hu Song
Mr. Ma Shihao
Mr. Ren Gangfeng
12 July 2017
To the Shareholders
Dear Sir or Madam,
(I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
(II) PROPOSED RE-ELECTION AND ELECTION OF DIRECTORS AND
SUPERVISORS FOR THE FORTHCOMING SESSION
AND
(III) NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING
1.
INTRODUCTION
Reference is made to the announcement of the Company dated 30 June 2017 in relation to, among
others, (i) proposed amendments to the Articles of Association; and (ii) proposed re-election and
election of Directors and Supervisors for the forthcoming session, for the consideration and approval
by Shareholders.
*
For identification purposes only
— 4 —
LETTER FROM THE BOARD
The purpose of this circular is to provide you with all the information reasonably necessary to
enable you to make an informed decision on whether to vote for or against the resolutions at the EGM.
2.
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
Due to the operational and strategic development needs of the Company, the Board proposed to
make certain amendments to the Articles of Association. The proposed amendments to the Articles of
Association are set out as follows:
Existing Article 106
The Company shall establish a Board. The Board shall comprise twelve Directors, including four
Independent Directors. Independent Directors may report directly to the general meeting, the
securities regulatory authorities of the State Council and other relevant regulatory departments.
The general manager or other senior officers may concurrently serve as a Director, provided that
the aggregate number of the Directors who concurrently serve as general manager or other senior
officers shall not exceed one half of all the Directors of the Company.
The Board shall appoint one chairman and several vice-chairmen. The chairman and
vice-chairman of the Board shall be elected or removed by more than one half of all of the Directors.
The term of office of the chairman and vice-chairman shall be three years and is renewable upon
re-election.
A Director is not required to hold any shares in the Company.
The existing Article 106 of the Articles of Association be deleted in its entirety and replaced with
the followings:
Amended Article 106
The Company shall establish a Board. The Board shall comprise nine Directors, including three
Independent Directors. Independent Directors may report directly to the general meeting, the
securities regulatory authorities of the State Council and other relevant regulatory departments.
The general manager or other senior officers may concurrently serve as a Director, provided that
the aggregate number of the Directors who concurrently serve as general manager or other senior
officers shall not exceed one half of all the Directors of the Company.
The Board shall appoint one chairman and several vice-chairmen. The chairman and
vice-chairman of the Board shall be elected or removed by more than one half of all of the Directors.
The term of office of the chairman and vice-chairman shall be three years and is renewable upon
re-election.
A Director is not required to hold any shares in the Company.
— 5 —
LETTER FROM THE BOARD
The proposed amendments to the Articles of Association above shall be subject to the approval
by the Shareholders at the EGM by way of a special resolution and the obtaining of any required
approval or endorsement from, or registration with, the relevant regulatory authorities.
Since the Company is a company incorporated in the PRC and the official Articles of Association
are in the Chinese language, the above proposed amendments are unofficial English language
translation (the “English Translation”) of the official proposed amendments in the Chinese language
(the “Official Amendments”), which are set out in the Chinese language version of this circular.
Accordingly, in the event of any inconsistency between the English Translation and the Official
Amendments, the Official Amendments shall prevail.
3.
PROPOSED RE-ELECTION OF DIRECTORS
In accordance with Article 99 of the Articles of Association, the term of office of each of the
Directors is three years. Upon expiry of such term, the Directors, if eligible, may offer themselves for
re-election. The term of office of the first session of the Board will expire on 14 July 2017. As the
nomination of the relevant candidates for the re-election of Directors is subject to Shareholders’
approval at the EGM and cannot be completed before the expiry of the term of office of the first
session of the Board, the re-election and appointment of Directors for the forthcoming session of the
Board will be postponed until the relevant Shareholders’ approval has been obtained at the EGM in
accordance with the requirements of the Articles of Association. Subject to the proposed amendments
to the Articles of Association being approved by the Shareholders at the EGM by way of a special
resolution, all the current Directors shall retire from offices at the EGM. All the current Directors shall
be eligible for re-election at the EGM except that (i) Mr. Jiao Jun will not offer himself for re-election
as non-executive Director at the EGM because he will retire shortly; (ii) each of Mr. Yu Long, Mr. Liu
Xujun and Mr. Huang Yunjian will not offer himself for re-election as executive Director at the EGM
in order to cater for the operational and strategic development needs of the Company, but Mr. Yu Long
will remain as the chief executive officer of the Company, and each of Mr. Liu Xujun and Mr. Huang
Yunjian will remain as the deputy chief executive officer of the Company; and (iii) Mr. Ren Gangfeng
will not offer himself for re-election as independent non-executive Director at the EGM in light of the
amended Articles of Association.
The re-election and retirement of the Directors as mentioned above shall be subject to the
proposed amendments to Articles of Association being approved by the Shareholders at the EGM by
way of a special resolution. Further, the re-election of Directors shall also be subject to the approval
of the Shareholders at the EGM.
In accordance with the Articles of Association, the Board proposed the nomination for the
re-election of Directors as follows:
(i)
Mr. Dai Richeng as executive Director candidate of the second session of the Board;
— 6 —
LETTER FROM THE BOARD
(ii)
each of Mr. He Yuanping and Mr. Feng Zhuangzhi as non-executive Director candidate of
the second session of the Board; and
(iii) each of Mr. Kwok For Chi, Mr. Hu Song and Mr. Ma Shihao as independent non-executive
Director candidate of the second session of the Board;
The Board would like to extend its gratitude to Mr. Jiao Jun, Mr. Yu Long, Mr. Liu Xujun, Mr.
Huang Yunjian and Mr. Ren Gangfeng for their significant contributions made to the Company. Each
of Mr. Jiao Jun, Mr. Yu Long, Mr. Liu Xujun, Mr. Huang Yunjian and Mr. Ren Gangfeng has confirmed
that he has no disagreement with the Board and the Company and there are no matters in relation to
his retirement that need to be brought to the attention of the Shareholders.
The biographical details of the above Directors proposed for re-election are set out as follows:
Executive Directors candidate
Mr. Dai Richeng (“Mr. Dai”), aged 52, joined the Group in June 2016 as executive Director. Mr.
Dai obtained a master’s degree in environmental engineering from the Department of Chemical
Engineering at Nanjing University of Science and Technology and a doctoral degree in environmental
engineering from the Department of Environmental Engineering at Tsinghua University. Mr. Dai has
extensive experience of about 30 years in the water treatment industry. He was an engineer at the
Water Pollution Research Office of the Quan Jun Environmental Science Research Centre*
(全軍環境科學研究中心水污染研究室) and later acted as a senior engineer in the China Water
Pollution Research Centre* (中國水污染研究中心). From 1998 to 2010, Mr. Dai acted as the general
manager and senior engineer in a subsidiary principally engaged in wastewater treatment of Tsinghua
Tongfang Co., Ltd.* (同方股份有限公司), the shares of which are listed on the Shanghai Stock
Exchange (stock code: 600100). From 2010 to 2012, he was the vice-president and senior engineer of
Beijing Enterprises Water Group Limited* (北控水務集團有限公司), the shares of which are listed on
the Stock Exchange (stock code: 371). From October 2012 to April 2016, Mr. Dai has been the general
manager of Beijing OriginWater, a substantial shareholder (as defined in the Listing Rules) of the
Company, and the shares of which are listed on the Shenzhen Stock Exchange (stock code: 300070).
From March 2014 till now, he has been the director of Beijing OriginWater.
Non-executive Directors candidates
Mr. He Yuanping (“Mr. He”), aged 50, joined our Group in June 2011 as a non-executive
Director of the Company. Mr. He obtained a bachelor’s degree in engineering from Nanjing University
of Science and Technology in Nanjing in July 1987. He also completed a master’s degree in
mechanical engineering in Beijing University of Science and Technology in Beijing in February 1992
and obtained a master’s degree in finance from the Victoria University of Wellington in New Zealand
in July 2000. He is mainly responsible for formulating the Company’s business strategies and
providing advice on audit and risk management. He has more than ten years of management experience
in large-scale enterprises and the water works industry. Mr. He was appointed as director, deputy
general manager and chief financial officer of Beijing OriginWater Science and Technology
Development Co., Ltd. (predecessor of Beijing OriginWater) from September 2005 to June 2007. Mr.
He was appointed as director, deputy general manager, chief financial officer and secretary to the
— 7 —
LETTER FROM THE BOARD
Board of Directors of Beijing OriginWater since June 2007. He has been appointed as chairman and
director of a number of subsidiaries of Beijing OriginWater since May 2011. Mr. He has been
appointed as director of Wuhan Sanzhen Industry Holding Co., Ltd. (a company listed and trading its
shares on the Shanghai Stock Exchange, stock code: 600168) since November 2013.
Mr. Feng Zhuangzhi (“Mr. Feng”), aged 41, joined our Group in June 2013 as non-executive
Director of the Company. Mr. Feng obtained a bachelor’s degree in economics from the Central
University of Finance and Economics in Beijing in July 1997 and a master’s degree in business
administration from a joint university programme organized by the Chinese University of Hong Kong
and Tsinghua University in Beijing in December 2005. He is mainly responsible for formulating
corporate and business strategies and providing advice on audit and risk management. Mr. Feng has
more than 16 years of senior management experience in large-scale enterprises and the water works
industry. Mr. Feng has been appointed as director of Finergy Guangda (Tianjin) Capital Partners
(Limited Partnership) since May 2011. Mr. Feng has been appointed as general manager and managing
director of Yunnan Finergy Tongda Investment Fund Management Co. Ltd. since March 2012. Mr.
Feng has been appointed as a member of the investment management committee of Yunnan
Energy-saving Environmental Protection Venture Capital Fund Partnership (Limited Partnership)
since December 2012. Mr. Feng has been appointed as director of Shandong Higer Information
Technology Co., Limited* (山東海格爾信息技術股份有限公司) (the shares of which are listed on the
National Equities Exchange and Quotation (also known as the “New Third Board”), stock code:
834482) since August 2015.
Independent non-executive Directors candidates
Mr. Kwok For Chi (“Mr. Kwok”), aged 46, joined the Company as an independent non-executive
Director in April 2015. Mr. Kwok obtained his bachelor’s degree in accounting and business
administration from The Hong Kong University of Science and Technology in November 1994, and
became a member of the Hong Kong Institute of Certified Public Accountants. Mr. Kwok has more
than 16 years of experience in financial management and auditing, and he worked in KPMG
accountancy firm from August 1994 to October 2006. Mr. Kwok was appointed as the chief financial
officer and company secretary of KFM Kingdom Holdings Limited, a company listed on the Stock
Exchange (stock code: 3816), since February 2012. Prior to that, Mr. Kwok served as the chief
financial officer and company secretary of Xing Yuan Power Holdings Company Limited from
December 2010 to February 2012, the financial controller of Beijing Huaxia Real Estate Development
Company Limited from October 2006 to December 2008, and Head of the Group Finance and
Investment Centre of Hopson Development Holdings Limited, a company listed on the Stock
Exchange (stock code: 754), from April 2008 to November 2009.
Mr. Hu Song (“Mr. Hu”), aged 55, joined the Group in August 2014 as an independent
non-executive Director of the Company. Mr. Hu obtained a master’s degree in western economics from
Huazhong University of Science and Technology in Wuhan in December 2002. He is mainly
participating in making significant business decisions and providing independent advice on corporate
governance, connected transactions, various matters of directors and scale management. Mr. Hu has
approximately 14 years of experience as senior management in large-scale enterprises. Mr. Hu was
— 8 —
LETTER FROM THE BOARD
appointed as director of Shenzhen Yungong Investment Co., Ltd.* (深圳市允公投資有限公司)
between March 2003 and February 2009. Mr. Hu was appointed as director of Zhaomao Capital
Management Co., Ltd.* (深圳市朝茂創業投資管理有限公司) between August 2008 and November
2014. Since July 2013, Mr. Hu has been the consultant of Mission Hills Group.
Mr. Ma Shihao (“Mr. Ma”), aged 78, joined the Group in August 2014 as independent
non-executive Director of the Company. Mr. Ma obtained a bachelor’s degree in water supply and
drainage study of civil engineering from Tsinghua University in Beijing in January 1963. Mr. Ma was
qualified as an engineer specializing in radioactive wastewater treatment in December 1979 by the
National Cadre Bureau of Science and Technology, and qualified as a senior engineer specializing in
wastewater treatment in August 1987 and as a senior engineer (professor level) specializing in
environmental engineering in November 1995 by the Beijing Senior Professional and Technical
Personnel Certifying Committee. He is mainly participating in making significant decisions and
providing independent advice on corporate governance, connected transactions and matters of
corporate operations. Mr. Ma has more than 50 years of working experience in the water industry. He
worked in Beijing Municipal Research Institute of Environmental Protection between January 1963
and January 1999, and was subsequently appointed as a member of the Shandong Xiaoqinghe
Wastewater Treatment Construction Technology Advisory Committee. Mr. Ma was appointed as
independent director of Beijing OriginWater between September 2007 and April 2014. Mr. Ma is the
author of the Beijing discharge standard of water pollutants for municipal wastewater treatment plants
(DB11/890-2012) promulgated by Beijing People’s Government in May 2012 and the second
amendment of the Beijing integrated discharge standard of water pollutants (DB11/307-2013)
promulgated by Beijing People’s Government in December 2013. Mr. Ma was awarded by the Ministry
of Environmental Protection and the Beijing Municipal Management Committee for preparing various
feasibility reports on wastewater treatment. Mr. Ma was awarded for his book, “The Book of Practical
Water Treatment Technology” in September 2002 published by China Petroleum & Chemical Industry
Federation.
4.
PROPOSED APPOINTMENT OF DIRECTORS
On 30 June 2017, the Board resolved to nominate Mr. Yang Tao as a candidate for non-executive
Director of the second session of the Board.
Ms. Li Bo, a Shareholder representative Supervisor of the first session of the Supervisory
Committee, tendered the resignation report to the Supervisory Committee on 30 June 2017, and has
been nominated as a candidate for non-executive Director of the second session of the Board on the
same day. As such, Ms. Li Bo will not offer herself for re-election as Shareholder representative
Supervisor at the EGM as Ms. Li Bo has been nominated as non-executive Director of the second
session of the Board. Ms. Li Bo confirms that she has no disagreement with the Board, the Supervisory
Committee and the Company, respectively, and there are no other matters relating to her resignation
that need to be brought to the attention of the Shareholders.
Mr. Yang Fang, deputy Chief Executive Officer of the Company, an existing member of the
Company’s senior management, was nominated as a candidate for executive Director of the second
session of the Board on 30 June 2017.
— 9 —
LETTER FROM THE BOARD
The biographical details of Mr. Yang Tao, Ms. Li Bo and Mr. Yang Fang are set out as follows:
Biographical details of Mr. Yang
Mr. Yang Tao (“Mr. Yang”), aged 42, a senior engineer. Mr. Yang obtained a master’s degree in
business administration from Guanghua School of Management, Peking University in July 2007. Mr.
Yang has extensive senior management experience in architectural engineering, urban development
and cultural tourism. Mr. Yang served as vice general manager of Yunnan Construction Engineering
Group Co., Ltd. * (雲南建工集團有限公司) from April 2009 to April 2011. He has been appointed as
a member of the Standing Committee, deputy secretary of the Standing Committee and head of the
united front work department of the Standing Committee of the Communist Party of China of
Xishuangbanna Autonomous Prefecture between April 2011 and August 2014. He was appointed as
party secretary and vice chairman of YMCI between August 2014 and December 2016. Since
December 2016, he was appointed as vice party secretary, vice chairman and president of YMCI. In
addition, Mr. Yang also served as chairman of Yunnan New Century Dianchi International Cultural
Tourism Convention Investment Co., Ltd.* (雲南新世紀滇池國際文化旅遊會展投資有限公司), a
subsidiary of YMCI, and executive director of Chengdu Century City New International Conference
Centre Co., Ltd.* (成都世紀城新國際會展中心有限公司), a subsidiary of YMCI.
Biographical details of Ms. Li Bo
Ms. Li Bo (“Ms. Li”), aged 40, joined the Group in August 2014 as a shareholder representative
Supervisor of the Company. Ms. Li obtained a master’s degree in business administration from Dalian
University of Technology in Dalian in June 2008. She is mainly responsible for supervising the
Directors, managers and other management personnel to ensure compliance with laws and regulations,
the Articles of Association and the resolutions of Shareholders’ meetings. Ms. Li has more than 11
years of senior management experience in the water works industry. Ms. Li was appointed as the
deputy manager of the investment and financing department of YMCI between April 2005 and May
2010 and was promoted as manager of the investment and financing department between May 2010
and May 2012. Since May 2012, Ms. Li has been acting as the board office director of YMCI. Ms. Li
has also been appointed as director of a number of subsidiaries of YMCI since January 2014.
Biographical details of Mr. Yang Fang
Mr. Yang Fang, aged 43, joined the Group in March 2013 as party secretary of the Company. Mr.
Yang Fang obtained a bachelor’s degree in accounting and statistics from Yunnan University of
Finance and Economics in July 1998 and further obtained an executive master’s degree in business
administration from Dalian University of Technology in June 2008. Mr. Yang Fang was qualified as
a first class enterprise human resources managing personnel in March 2009 certified by the Ministry
of Labor and Social Security. He was subsequently appointed as deputy chief executive officer of the
Company in November 2014. He is mainly responsible for issues relating to the national party and
human resources management of the Company, and the investment management of projects of the
Group in major geographic locations. Mr. Yang Fang has more than 9 years of senior management
experience in water works related companies. Mr. Yang Fang has served as the manager of the human
resources department in YMCI.
— 10 —
LETTER FROM THE BOARD
Save as disclosed above, Mr. Yang, Ms. Li and Mr. Yang Fang (the “Newly Elected Directors”)
have not held any directorship in any publicly listed company in the past three years nor have they
held other major appointment and professional qualifications and do not have any relationship with
any Director, senior management, substantial or controlling shareholder (as defined in the Listing
Rules) of the Company.
The term of office of the Newly Elected Directors will commence upon the approval of their
appointment by the Shareholders at the EGM and shall expire at the end of the term of office of the
second session of the Board. The Company will enter into service contracts with the Newly Elected
Directors. The remuneration of the Newly Elected Directors will be determined by the Board and the
remuneration committee of the Company with reference to their responsibilities, the Company’s
remuneration policy and the prevailing market conditions. The Newly Elected Directors will be
subject to retirement and re-election in accordance with the Articles of Association upon expiry of
their term of office.
As at the date of this circular, except for the 1,755,000 Domestic Shares held directly by Mr.
Yang Fang, the Newly Elected Directors do not hold any Shares nor have any other interests in any
Shares or underlying shares of the Company within the meaning of Part XV of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of the Newly
Elected Directors that need to be brought to the attention of the Shareholders and the Stock Exchange,
and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the
Listing Rules.
5.
PROPOSED RE-ELECTION OF SUPERVISORS
In accordance with Article 127 of the Articles of Association, the term of office of the
Supervisors is three years. Upon expiry of such term, the Supervisors, if eligible, may offer
themselves for re-election. The term of office of the Supervisors will expire on 14 July 2017. As the
nomination of the relevant candidates for the re-election of Supervisors is still subject to
Shareholders’ approval at the EGM and cannot be completed before the expiry of the term of office
of the first session of the Supervisory Committee, the re-election for the forthcoming session of the
Supervisory Committee will be postponed until the relevant Shareholders’ approval has been obtained
at the EGM in accordance with the requirements of the Articles of Association. All the current
Supervisors shall retire from office at the EGM. All the current Supervisors, except Ms. Li Bo who
resigned as a Shareholder representative Supervisor on 30 June 2017 and Ms. Wang Shuqin who will
not offer herself for re-election as Shareholder representative Supervisor at the EGM due to other
business engagement, shall be eligible for re-election at the EGM. Ms. Wang Shuqin confirms that she
has no disagreement with the Board, the Supervisory Committee and the Company, respectively, and
there are no other matters relating to her resignation that need to be brought to the attention of the
Shareholders.
In accordance with the Articles of Association, the Board proposed the nomination for re-election
of Mr. Cao Jinwen and Mr. Tan Hairui as independent Supervisor candidates of the second session of
the Supervisory Committee.
— 11 —
LETTER FROM THE BOARD
The re-election of independent Supervisors as mentioned above shall be subject to Shareholders’
approval at the EGM.
Moreover, Ms. Yang Chuanyun and Ms. Tang Shuang were elected as candidates for employee
representative Supervisors at the employee representative meeting of the Company, which is not
subject to the approval by Shareholders at the EGM according to relevant provisions of the Articles
of Association.
The biographical details of the above independent Supervisors proposed for re-election are set
out as follows:
Independent Supervisors candidates
Mr. Cao Jinwen (“Mr. Cao”), aged 39, joined our Group in January 2015 as an independent
Supervisor of our Company. Mr. Cao obtained a bachelor’s degree in tourism management from
Beijing Technology and Business University in June 2001, further obtained a master’s degree in
business administration from Yunnan University in January 2009, and obtained the Membership
Certificate of Certified Public Accountants in May 2013 from the Yunnan Provincial Institute of
Certified Public Accountants. He is mainly responsible for supervising the Directors, managers and
other management personnel to ensure compliance with laws and regulations, the Articles of
Association and the resolutions of Shareholders’ meetings. Mr. Cao has more than 14 years of working
experience in large-scale enterprises. Mr. Cao was appointed as an auditor of Zhong He Zheng Xin
(Yunnan) CPAs between July 2001 and August 2008, and he was later promoted as the business
manager and senior manager. Since September 2008, Mr. Cao has been appointed as director and
managing director of the investment bank department of Hongta Securities Company Limited. Since
July 2013, Mr. Cao has been the external professor of Yunnan University for the master’s degree
course in accountancy.
Mr. Tan Hairui (“Mr. Tan”), aged 46, joined the Group in January 2015 as an independent
Supervisor of the Company. Mr. Tan obtained a bachelor’s degree in economics from Yunnan Finance
and Trade College (now known as Yunnan University of Finance and Economics) in Yunnan in July
1993. Mr. Tan obtained the certificate as a registered accountant issued by the Accountant
Examination Committee of the Ministry of Finance of the PRC in April 1999 and a Lawyer’s License
in August 2004. Mr. Tan is mainly responsible for supervising the Directors, managers and other
management personnel to ensure compliance with laws and regulations, the Articles of Association and
the resolutions of Shareholders’ meetings. Mr. Tan has more than 16 years of working experience in
large-scale enterprises. He was the deputy manager of the financial department of Yunda Science &
Technology Industry Co., Ltd. from 2000 to December 2001. Mr. Tan joined Yunnan Hengxin Law
Firm as trainee lawyer and lawyer from January 2002 to August 2007. Mr. Tan joined the Yunnan
Quzhi Law Firm as lawyer between September 2007 and March 2009. Since March 2009, Mr. Tan has
been working in Yunnan Geyuan Law Firm as a lawyer.
6.
PROPOSED APPOINTMENT OF SHAREHOLDER REPRESENTATIVE SUPERVISORS
On 30 June 2017, the Board resolved to nominate Mr. Zhu Zhen and Mr. Long Limin as
candidates for Shareholder representative Supervisors of the second session of the Supervisory
Committee.
— 12 —
LETTER FROM THE BOARD
The biographical details of Mr. Zhu Zhen and Mr. Long Limin are set out as follows:
Biographical details of Mr. Zhu
Mr. Zhu Zhen (“Mr. Zhu”), aged 33, obtained his master’s degree in law from Tsinghua
University in September 2009. Mr. Zhu has almost 8 years of experience in law and investment related
industries. He was the deputy general manager of the auditing and legal department of YMCI from
October 2013 to September 2016 and was promoted as the general manager of the legal department
of YMCI in September 2016. He has served as director and supervisor in various subsidiaries of YMCI
since September 2014.
Biographical details of Mr. Long Limin
Mr. Long Limin (“Mr. Long”), aged 49, obtained a bachelor’s degree in engineering from
Chongqing University in 1991 and a master’s degree in business administration from Tsinghua
University in 2004. Between 1991 and 1999, Mr. Long successively acted as workshop director,
assistant to factory director and deputy factory director of BBMG Group Co. Ltd*
(北京金隅集團有限責任公司). Between 2000 and 2010, Mr. Long served as vice general manager of
TsingHua TongFang Artificial Environment Co., Ltd* (清華同方人工環境有限公司). Mr. Long jointed
Beijing OriginWater in 2010, where he has been the director of operation and procurement centre and
the director of enquiry and procurement department since 2013 and promoted to the assistant
president, director of operation department and director of enquiry and procurement department of
Beijing OriginWater since 2017, and hence has extensive experience in corporate management.
Save as disclosed above, Mr. Zhu and Mr. Long (the “Newly Elected Supervisors”) have not
held any directorship/supervisorship in any publicly listed company in the past three years nor have
they held other major appointment and professional qualifications and do not have any relationship
with any Director/Supervisor, senior management, substantial or controlling shareholder (as defined
in the Listing Rules) of the Company.
The term of office of the the Newly Elected Supervisors will commence upon the approval of
their appointment by the Shareholders at the EGM and shall expire at the end of the second session
of the Supervisory Committee. The Company will enter into service contracts with the Newly Elected
Supervisors. The remuneration of the Newly Elected Supervisors will be determined by the Board and
the remuneration committee of the Company with reference to their responsibilities, the Company’s
remuneration policy and the prevailing market conditions. The Newly Elected Supervisors will be
subject to retirement and re-election in accordance with the Articles of Association upon expiry of
their term of office.
As at the date of this circular, the Newly Elected Supervisors do not hold any Shares nor have
any other interests in any Shares or underlying shares of the Company within the meaning of Part XV
of the SFO.
Save as disclosed above, there are no other matters concerning the appointment of the Newly
Elected Supervisors that need to be brought to the attention of the Shareholders and the Stock
Exchange, and there are no other matters which shall be disclosed pursuant to Rule 13.51(2)(h) to (v)
of the Listing Rules.
— 13 —
LETTER FROM THE BOARD
7.
DELAY IN RE-ELECTION
FORTHCOMING SESSION
OF
DIRECTORS
AND
SUPERVISORS
FOR
THE
The three-year term of the first session of the Board and the Supervisory Committee will expire
on 14 July 2017. As the nomination of the relevant candidates for the re-election of Directors and
Supervisors is subject to Shareholders’ approval at the EGM and cannot be completed before the
expiry of the first session of the Board and the Supervisory Committee, in order to maintain the
continuity of the work of the Board and the Supervisory Committee, the re-election and appointment
of Directors and Supervisors for the forthcoming session of the Board and the Supervisory Committee
is required to be postponed until the relevant Shareholders approval is obtained at the EGM in
accordance with the requirements of the Articles of Association. Meanwhile, the term of the first
session of the Board (including the various special committees), the Supervisory Committee and the
senior management of the Company will be correspondingly extended. The Company will complete
the re-election and appointment of Directors and Supervisors for the forthcoming session of the Board
and the Supervisory Committee as soon as possible.
All members of the first session of the Board and the Supervisory Committee as well as the
senior management of the Company will continue to fulfill their respective responsibilities in
accordance with the relevant requirements of the PRC Company Law, the Listing Rules and the
Articles of Association until the re-election and appointment of Directors and Supervisors for the
forthcoming session of the Board and Supervisory Committee is completed.
8.
EXTRAORDINARY GENERAL MEETING
The EGM will be held for the purpose of seeking approval from the Shareholders on (i) the
special resolution on the proposed amendments to the Articles of Association; and (ii) the ordinary
resolutions on the proposed re-election and election of Directors and Supervisors for the forthcoming
session. The Notice of EGM is set out from pages 17 to 20 of this circular.
No Shareholder is required to abstain from voting in connection with the matters to be resolved
at the EGM.
A form of proxy for use at the EGM is enclosed with this circular. Shareholders who are entitled
to attend and vote at the EGM may appoint one or more proxies (a proxy need not be a Shareholder)
to attend the EGM and vote on their behalves. Whether or not you are able to attend the EGM in
person, you are requested to complete and return the form of proxy in accordance with the instructions
printed thereon to the Company’s H Share registrar, Tricor Investor Services Limited, at Level 22,
Hopewell Centre, 183 Queen’s Road East, Hong Kong (in case of holders of H Shares) or to the
secretariat of the Board at 16th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road,
Gaoxin District, Kunming, Yunnan Province, the PRC (in case of holders of Domestic Shares) as soon
as possible, but in any event, no later than 24 hours before the time appointed for convening the EGM
(or any adjournment thereof). Completion and return of the form of proxy will not preclude you from
attending and voting in person at the EGM or any adjournment if you so wish.
— 14 —
LETTER FROM THE BOARD
Shareholders who intend to attend the EGM are requested to complete and return the
accompanying reply slip in accordance with the instructions printed thereon to the Company’s H Share
registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East,
Hong Kong (in case of holders of H Shares) or to the secretariat of the Board at 16th Floor, Block A,
He Cheng International, 1088 Haiyuan Zhong Road, Gaoxin District, Kunming, Yunnan Province, the
PRC (in case of holders of Domestic Shares) on or before Tuesday, 8 August 2017.
Closure of the register of Shareholders
For the purpose of ascertaining the Shareholders who are entitled to attend and vote at the EGM,
the register of Shareholders will be closed from Saturday, 29 July 2017 to Monday, 28 August 2017,
both dates inclusive, during which period no transfers of Shares will be effected. All transfer
instruments accompanied by the relevant share certificates must be lodged by holders of H Shares with
the Company’s H Share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183
Queen’s Road East, Hong Kong or holders of Domestic Shares with the secretariat of the Board at 16th
Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road, Gaoxin District, Kunming,
Yunnan Province, the PRC no later than 4:30 p.m. on Friday, 28 July 2017.
Voting by poll
Pursuant to the Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting
must be taken by poll (except where the chairman of the meeting, with the principle of good faith,
decides to allow a resolution which relates purely to a procedural or administrative matter to be voted
by a show of hands). The chairman of the EGM will demand a poll for all the proposed resolutions
in the notice of EGM. The results of the poll will be published on the websites of the Company and
the Stock Exchange on the day of the above meeting.
On a poll, every Shareholder present at the EGM in person or by proxy or (being a corporation)
by its duly authorized representative shall have one vote for each share registered in his/her/its name
in the register of members of the Company. A Shareholder entitled to more than one vote needs not
use all his/her/its votes or cast all his/her/its votes in the same manner.
9.
RECOMMENDATION
The Board is of the view that (i) proposed amendments to the Articles of Association; and (ii)
proposed re-election and election of directors and supervisors for the forthcoming session, are in the
best interests of the Company and its Shareholders. Accordingly, the Directors recommend all
Shareholders to vote in favour of the relevant resolutions as set out in the Notice of EGM.
— 15 —
LETTER FROM THE BOARD
10.
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 purposes 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 document 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.
By Order of the Board
Yunnan Water Investment Co., Limited*
Jiao Jun
Acting Chairman
* For identification purposes only
— 16 —
NOTICE OF EGM
雲南水務投資股份有限公司
Yunnan Water Investment Co., Limited *
(a joint stock limited liability company incorporated in the People’s Republic of China)
(Stock code: 6839)
NOTICE OF THE 2017 FIRST EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2017 first extraordinary general meeting (the “EGM”)
of Yunnan Water Investment Co., Limited* (雲南水務投資股份有限公司) (the “Company”) will be
held at 10:00 a.m. on Monday, 28 August 2017 at Conference Room 1503, 15th Floor, Block A, He
Cheng International, 1088 Haiyuan Zhong Road, Gaoxin District, Kunming, Yunnan Province, the
People’s Republic of China to consider and, if thought fit, approve the following resolutions. Unless
the context otherwise requires, capitalized terms used in this notice shall have the same meanings as
defined in the circular of the Company dated 12 July 2017.
SPECIAL RESOLUTION
1.
Due to the operational and strategic development needs of the Company, the Articles of
Association be and hereby amended
(a)
PROPOSED THAT the existing Article 106 of the Articles of Association be deleted in its
entirety and replaced with the following
Amended Article 106:
The Company shall establish a Board. The Board shall comprise nine Directors, including
three Independent Directors. Independent Directors may report directly to the general
meeting, the securities regulatory authorities of the State Council and other relevant
regulatory departments.
The general manager or other senior officers may concurrently serve as a Director, provided
that the aggregate number of the Directors who concurrently serve as general manager or
other senior officers shall not exceed one half of all the Directors of the Company.
The Board shall appoint one chairman and several vice-chairmen. The chairman and
vice-chairman of the Board shall be elected or removed by more than one half of all of the
Directors. The term of office of the chairman and vice-chairman shall be three years and
is renewable upon re-election.
A Director is not required to hold any shares in the Company.
— 17 —
NOTICE OF EGM
(b)
The Board be authorized to make amendments to the Articles of Association in accordance
with paragraph (a), and to take all such actions and handle such documents and other such
matters as it considers necessary or expedient at its sole discretion for such amendments on
behalf of the Company.
ORDINARY RESOLUTIONS
2.
To consider and approve the appointment of Mr. Yang Tao as a non-executive Director, to
authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
3.
To consider and approve the appointment of Ms. Li Bo as a non-executive Director, to authorize
the Board to determine her remuneration, and to execute a service contract with her pursuant to
such terms and conditions as the Board shall think fit and to do allsuch acts and things to give
effect to such matters.
4.
To consider and approve the appointment of Mr. Yang Fang as an executive Director, to authorize
the Board to determine his remuneration, and to execute a service contract with him pursuant to
such terms and conditions as the Board shall think fit and to do all such acts and things to give
effect to such matters.
5.
To consider and approve the re-appointment of Mr. He Yuanping as a non-executive Director, to
authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
6.
To consider and approve the re-appointment of Mr. Feng Zhuangzhi as a non-executive Director,
to authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
7.
To consider and approve the re-appointment of Mr. Dai Richeng as an executive Director, to
authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
8.
To consider and approve the re-appointment of Mr. Kwok For Chi as an independent
non-executive Director, to authorize the Board to determine his remuneration, and to execute a
service contract with him pursuant to such terms and conditions as the Board shall think fit and
to do all such acts and things to give effect to such matters.
9.
To consider and approve the re-appointment of Mr. Hu Song as an independent non-executive
Director, to authorize the Board to determine his remuneration, and to execute a service contract
with him pursuant to such terms and conditions as the Board shall think fit and to do all such
acts and things to give effect to such matters.
— 18 —
NOTICE OF EGM
10.
To consider and approve the re-appointment of Mr. Ma Shihao as an independent non-executive
Director, to authorize the Board to determine his remuneration, and to execute a service contract
with him pursuant to such terms and conditions as the Board shall think fit and to do all such
acts and things to give effect to such matters.
11.
To consider and approve the appointment of Mr. Zhu Zhen as a Shareholder representative
Supervisor, to authorize the Board to determine his remuneration, and to execute a service
contract with him pursuant to such terms and conditions as the Board shall think fit and to do
all such acts and things to give effect to such matters.
12.
To consider and approve the appointment of Mr. Long Limin as a Shareholder representative
Supervisor, to authorize the Board to determine his remuneration, and to execute a service
contract with him pursuant to such terms and conditions as the Board shall think fit and to do
all such acts and things to give effect to such matters.
13.
To consider and approve the re-appointment of Mr. Cao Jinwen as an independent Supervisor, to
authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
14.
To consider and approve the re-appointment of Mr.Tan Hairui as an independent Supervisor, to
authorize the Board to determine his remuneration, and to execute a service contract with him
pursuant to such terms and conditions as the Board shall think fit and to do all such acts and
things to give effect to such matters.
By Order of the Board
Yunnan Water Investment Co., Limited*
Jiao Jun
Acting Chairman
Kunming, the PRC
12 July 2017
* For identification purposes only
Notes:
1.
All holders of the Company’s H Shares whose names appear on the register of members of the Company at 4:30 p.m.
on Friday, 28 July 2017 are entitled to attend the EGM and should bring along their identity cards or passports when
attending the EGM. Holders of the Company’s H Shares should note that the register of members of the Company will
be closed from Saturday, 29 July 2017 to Monday, 28 August 2017 (both dates inclusive) during which period no transfers
of Shares will be effected. All transfer instruments accompanied by the relevant share certificates must be lodged by
holders of H Shares with the Company’s H Share registrar, Tricor Investor Services Limited, at Level 22, Hopewell
Centre, 183 Queen’s Road East, Hong Kong or holders of Domestic Shares with the secretariat of the Board at 16th Floor,
Block A, He Cheng International, 1088 Haiyuan Zhong Road, Gaoxin District, Kunming, Yunnan Province, the PRC no
later than 4:30 p.m. on Friday, 28 July 2017. Shareholders who intend to attend the EGM should deliver reply slip for
attending at the EGM, a copy of each of the shareholding document(s), copies of their identity cards or passports (with
the pages showing the names of such shareholders), by hand or by post, to the Company’s H Share Registrar, Tricor
— 19 —
NOTICE OF EGM
Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in case of holders of H
Shares or to the secretariat of the Board at 16th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road,
Gaoxin District, Kunming, Yunnan Province, the PRC (in case of holders of Domestic Shares) on or before Tuesday,
8 August 2017.
2.
Any Shareholders entitled to attend and vote is entitled to appoint one or more proxies to attend and vote instead of him
and that a proxy need not be a Shareholder. A proxy so appointed shall be entitled to exercise the following rights in
accordance with the authorization from that Shareholder: (1) the Shareholder’s right to speak at the meeting; (2) the right
to demand, whether on his own or together with others, a poll; and (3) to exercise the right to vote by a show of hands
or by poll; however, if more than one proxy is appointed by a Shareholder, such proxies shall only exercise the right to
vote on a poll.
3.
The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorized
in writing, or if the appointor is a legal entity either under seal or under the hand of its director or attorney duly
authorized. If the instrument appointing a proxy is signed by a person authorized by the appointer, the powers of attorney
or other instruments of authorization shall be notarised. The notarially certified power of attorney or other authority
together with the instrument appointing the proxy must be delivered to the Company’s H Share Registrar, Tricor Investor
Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong in case of holders of H Shares or
to the secretariat of the Board at 16th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road, Gaoxin
District, Kunming, Yunnan Province, the PRC (in case of holders of Domestic Shares) not later than 24 hours before the
time appointed for the holding of the EGM. Completion and return of the proxy form will not affect the rights of the
Shareholders of the Company to attend and vote at the EGM in person.
4.
The registration procedures for attending the EGM as set out in note 1 above shall not constitute a necessary condition
to the lawful entitlement of the Company’s shareholders to attend the EGM.
5.
Where the meeting is attended by proxy, he shall produce the identification card and letter of authorisation signed by
the appointor or its legal representative which indicates the date of appointment. Where corporate shareholder appoints
its legal representative to attend the meeting the legal representative shall produce his/her identity documents and a
notarially certified copy of the resolution signed by the board of directors or other authorized parties of the corporate
shareholders or other notarially certified documents allowed by the Company.
6.
Ordinary resolution shall be passed by Shareholders (including proxies) representing more than half of the votes
represented by the Shareholders (including proxies) attending at the EGM who have voting rights. Special resolution
shall be passed by Shareholders (including proxies) representing more than two thirds of the votes represented by the
Shareholders (including proxies) attending at the EGM who have voting rights.
7.
Directors, supervisors and senior management of the Company and the witnessing lawyers and other relevant staff of the
Company will attend the EGM.
8.
The EGM will last for no more than one day. Shareholders attending the EGM should be responsible for their own
travelling and accommodation expenses.
9.
Contact details of the Company are set out as follows:
Correspondence address: 16th Floor, Block A, He Cheng International, 1088 Haiyuan Zhong Road,
Gaoxin District, Kunming, Yunnan Province, the PRC
Contact person: Ms. Guo Jia
Telephone: 0871-67209716
Fax: 0871-67209871
* For identification purposes only
— 20 —