Notice of Annual General Meeting

Transcription

1 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in doubt about what action to take, you should obtain your own financial advice from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised pursuant to the Financial Services and Markets Act If you have sold or otherwise transferred all or part of your existing shares or Depository Interests in Northwest Investment Group Ltd you should forward this document and the enclosed documents as soon as possible to the purchaser(s) or transferee(s) or the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser(s) or transferee(s). However, such documents should not be forwarded or transmitted into any jurisdiction in which such act would constitute a violation of the relevant laws of such jurisdiction. Northwest Investment Group Ltd (Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act, 2004 with registered number ) Notice of Annual General Meeting Notice of the annual general meeting of the Company, to be held at 17:00 (Beijing time) on July 22, 2016 at VIP Room 2, F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy and a Form of Direction for use by Depository Interest holders at the Meeting. To be valid, the Form of Proxy should be completed and returned (or sent by facsimile to +86 (0) so as to be received at the offices of the Company at F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C. in each case marked for the attention of Ms. Sarah Lau not later than 5pm (Beijing Time) on July 21, 2016 in the case of Shareholders and for Depository Interest holders the Form of Direction should be returned to Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 10am (BST) on July 21, The completion and return of the Form of Proxy or Form of Direction will not affect your right to attend, speak at or vote in person at either the Meeting or any adjournment thereof, if you wish to do so. If you do not send a valid Form of Proxy or attend the Meeting in person and vote, no one else may vote on your behalf. Depository Interest holders wishing to attend, speak and/or vote at the Meeting should contact the Depository as per the instruction printed on the Form of Direction, in order to request a letter of corporate representation.

2 LETTER FROM THE CHAIRMAN OF NORTHWEST INVESTMENT GROUP LTD (Incorporated and registered in the British Virgin Islands under the BVI Business Companies Act, 2004 with registered number ) Directors Registered Office Mr. Kevin Lee Chairman Sea Meadow House Mr. Kang Zheng Executive Director Blackburne Highway Ms. Tracy Lau Executive Director P.O. Box 116 Mr Ka Ming Wong Non-executive Director Road Town Mr Yi Feng Non-executive Director Tortola British Virgin Islands June 29, 2016 Dear Shareholder 1. The Meeting and the Resolutions On 9 June 2010, the Company raised 3 million and was successfully admitted to trading on the AIM market of the London Stock Exchange. Since then the Company has sought out investment opportunities in line with its investing policy being the acquisition or investment in the hydropower energy market in Western China. Whilst it was the Company s intention to have made a sizeable acquisition by now we have not yet concluded a transaction. However, the Company has commenced discussions with certain persons and organisations in order to progress such acquisition or investment in hydropower projects. As the Company has not substantially implemented its investing policy within 18 months of Admission then, in accordance with the AIM Rules, the Company s investing policy is subject to the approval of the Shareholders at the Meeting. Please see below for more information on this and also the resolution to wind-up the Company (which the Directors do not recommend the Shareholders vote in favour of). Set out at the end of this Circular is a notice convening the Meeting to be at ( Beijing time) on July 22, 2016 at VIP Room 2, F/20, Tower B, Yicheng International Centre, No.10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., at which the Resolutions will be proposed. Resolution 1 - Resolution 1 is to receive and adopt the audited annual report and accounts for the year ended 31 December Resolution 2 this Resolution re-appoints UHY Hacker Young LLP as auditors of the Company and authorises the directors to fix the auditors remuneration. Resolution 3 In the Investing Policy which was approved at the 2015 Annual General Meeting, the Directors undertook to propose a resolution of the winding-up of the Company if no investments are made within three years of admission. No investments will have been made within that timeframe and as such this Resolution fulfils the Directors commitment. However, the

3 Directors recommend that Shareholders do not vote in favour of Resolution 3 but instead recommend they vote in favour of Resolution 4 which is to approve the Company s investing policy (as set out in the Appendix to the notice of the Meeting). Please note that if Resolution 3 is not passed (as the Directors recommend) then, as set out in the Admission Document and the Investing Policy, the Company will continue its operations and a similar resolution to wind-up the Company will be put to the Shareholders at the next annual general meeting year if the Company has not substantially implemented its investing policy by then. Resolution 4 as the Company has not substantially implemented its investing policy within 18 months of Admission then, in accordance with the AIM Rules, the Company s investing policy (as set out in the Appendix) is subject to the approval of the Shareholders at the Meeting. Please review the investing policy set out in the Appendix. 2. Action to be taken Whether or not you propose to attend the Meeting in person, you are asked to complete the enclosed Form of Proxy and return it (or send it by facsimile to +86 (0) to the offices of the Company at VIP Room 2, F/20, Tower B, Yicheng International Centre, No.10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., in each case marked for the attention of Ms. Sarah Lau no later than 5pm (Beijing Time) on July 21, Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof in person if you so wish and are entitled to do so. Holders of Depository Interests should complete the Form of Direction enclosed with their notice of the Meeting and deposit it at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR 3 4TU not later than 10:00 am (BST) on July 21, If you are a holder of Depository Interests and wish to attend and vote at the Meeting you must bring to the Meeting a letter of corporate representation validly executed on behalf of Capita IRG Trustees Limited (the Depository ). A letter of corporate representation can be obtained on request from the Depository in accordance with the instructions printed on the Form of Direction. 3. Recommendation The Directors consider that the Resolutions 1, 2 and 4 are in the best interests of the Company and the Shareholders as a whole and are most likely to promote the success of the Company for the benefit of the Shareholders as a whole. Accordingly, your Directors unanimously recommend that Shareholders vote in favour of the Resolutions 1, 2 and 4 to be proposed at the Meeting. The Directors recommend that the Shareholders do not vote in favour of Resolution 3 for the reasons given above. Yours faithfullykevin Lee Chairman

4 DEFINITIONS The following words and expressions shall have the following meanings in this document unless the context otherwise requires: Admission Document AIM Rules BST Circular Company CREST the admission document of the Company published on 3 June 2010 together, the AIM Rules for Companies, the AIM Rules for Nominated Advisers and the AIM Note for Investing Companies published by the London Stock Exchange, as amended from time to time British Summer Time this document Northwest Investment Group Ltd the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form CREST Regulations Depository Depository Interest Directors or Board Form of Direction Form of Proxy Meeting P.R.C. Resolutions the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended) Capita IRG Trustees Limited A dematerialised depository interest representing an entitlement to Shares which may be traded through CREST in dematerialised form the directors of the Company, whose names are set out in this Circular the form of direction enclosed with this Circular for use by Depository Interest holders at the Meeting the form of proxy for use at the Meeting enclosed with this Circular the annual general meeting of the Company to be held on July 22, 2016 or any adjournment thereof, notice of which is set out at the end of this Circular People's Republic of China the resolutions to be proposed at the Meeting, as set out in the notice of Meeting at the end of this Circular

5 Shares Shareholders the ordinary shares with a nominal value of each in the capital of the Company holders of Shares

6 NOTICE OF ANNUAL GENERAL MEETING NORTHWEST INVESTMENT GROUP LTD (Incorporated in British Virgin Islands with registered number ) NOTICE IS HEREBY GIVEN that the 2016 Annual General Meeting of Northwest Investment Group Ltd (the Company ) will be held at VIP Room 2, F/20, Tower B, Yicheng International Centre, No.10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., on July 22, 2016 at 17:00 (Beijing time) to consider and, if thought fit, to approve the following resolutions: RESOLUTIONS OF MEMBERS 1. To receive and adopt the audited annual report and accounts for the year ended 31 December 2015; 2. To reappoint UHY Hacker Young LLP as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the next Annual General Meeting and to authorise the Directors to fix the remuneration of the auditors; 3. Subject to our approval of a plan of liquidation of the Company when it is presented, to wind up and liquidate the Company as no investments have been made within the three (3) year period of the admission document of the Company being published on the 3 June 2010; 4. If resolution 3 above is not passed to approve the Company s investing policy as set out in the appendix to this notice of annual general meeting. BY ORDER OF THE BOARD Kevin Lee Chairman June 29, 2016 Registered Office: Sea Meadow House, Blackburne Highway, (P.O. Box 116), Tortola, British Virgin Islands. Notes: 1. REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE AGM Only those Shareholders registered on the register of members of the Company at 5pm BST on July 21, 2016 shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after 5pm BST on July 21, 2016shall be disregarded in determining the rights of any person to attend and vote at the Meeting.

7 2. PROXY AND FORM OF DIRECTION A Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, vote on behalf of that Shareholder. Where a Shareholder appoints more than one proxy, the Form of Proxy shall state which proxy is entitled to vote on a show of hands. A proxy need not be a member of the Company. A Form of Proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and then send it to, or deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C. or send it by facsimile to +86 (0) in each case marked for the attention of Ms. Sarah Lau so as to arrive no later than 5pm (Beijing Time) on July 21, 2016, or in the case of any adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If two or more persons are jointly regarded as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of members in respect of the relevant shares. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof in person if you so wish and are entitled to do so. Holders of Depository Interests should complete the Form of Direction enclosed with their notice of the Meeting and deposit it at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR 3 4TU not later than 10:00 am (BST) on July 21, If you are a holder of Depository Interests and wish to attend and vote at the Meeting you must bring to the Meeting a letter of corporate representation validly executed on behalf of Capita IRG Trustees Limited (the Depository ). A letter of corporate representation can be obtained on request from the Depository in accordance with the instructions printed on the Form of Direction.

8 APPENDIX INVESTING POLICY The Company s objective is to generate an attractive rate of return for Shareholders by taking advantage of opportunities to invest in the hydropower market in Western China. The Directors believe that Western China is relatively underdeveloped and therefore offers an attractive potential opportunity to invest in hydropower energy. The Directors also believe that it is likely that there will be continued governmental support for investment in hydropower projects in this region. The Company is seeking to make a sizeable acquisition before the next annual general meeting in 2017, which most likely would be deemed a Reverse Takeover and therefore would require shareholders approval. It does not intend to make any other smaller acquisitions or investments before then. The Company will ultimately aim to acquire/invest in up to 2 power-generation projects with a capacity of approximately 200 megawatts. The Directors intend that the construction of these projects would be completed before the next annual general meeting in Before making an acquisition the Board or an independent third party will carry out a feasibility study report to check the environmental impact and to carry out a relevant profitability analysis for each potential project. The Board will only complete an acquisition if the project is considered environmentally friendly and economically profitable. The Company will be a value and growth oriented investor, targeting opportunities with the ability for the Company to add value either through its access to capital, its network of contacts or by recruiting high quality personnel. The Company intends to be an active investor rather than a passive investor. The Company does not have a fixed life but the Directors undertake to propose a resolution for the winding-up of the Company if no investments are made within four years of Admission. If such resolution is not passed, the Company will continue its operations and a similar resolution will be put to Shareholders each year thereafter if no investments have been made. In addition, pursuant to the AIM Rules for Companies, if the Company has not substantially implemented its investment policy before the next annual general meeting in 2017, the investment policy will be subject to approval by Shareholders at the next annual general meeting and annually thereafter. As the Company s Investment Policy is, in the first instance, to seek an acquisition which would be deemed a Reverse Takeover and therefore result in the Company ceasing to be an investing company for the purposes of the AIM Rules and becoming a holding company of an operating business, it will not be relevant for the Company to undertake periodic reporting of its net asset valuation before such an acquisition is made. Full year and half yearly financial reporting will be undertaken in accordance with the AIM Rules. The Company has been advised that there are no specific licences, consents or approvals required to carry on the Company s current activities in the BVI. The Company has also been advised that it does not require any specific licences in relation to its current activities in the PRC and that it has reasonable grounds to believe that it can obtain all necessary licences and permits at the relevant time in order to make the proposed acquisition detailed above.

9 It should be noted that the nature of the Company s activities is speculative and, being dependent on specific investment opportunities, uncertain, accordingly, an investment in the Ordinary Shares is designed only for investors who understand such risks and uncertainties and who can afford to bear the loss of their individual investment.