DONGJIANG ENVIRONMENTAL COMPANY LIMITED*

Transcription

1 THIS DOCUMENT 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Dongjiang Environmental Company Limited* (the Company ), you should at once hand this circular and the accompanying reply slip and 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. DONGJIANG ENVIRONMENTAL COMPANY LIMITED* (a joint stock limited company incorporated in the People s Republic of China) (Stock code: 00895) PROPOSED ADOPTION OF 2016 CONTEMPLATED ROUTINE RELATED TRANSACTIONS AND PROPOSED ELECTION OF SUPERVISOR (AS SHAREHOLDERS REPRESENTATIVE) A notice convening the first extraordinary general meeting of the Company in 2016 (the EGM ) to be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the People s Republic of China (the PRC ) at 2:00 p.m. on Tuesday, 15 March 2016 is set out on pages 17 to 18 of this circular. Whether or not you are able to attend the EGM, you are requested to complete the enclosed reply slip and proxy form in accordance with the instructions printed thereon and return it to the Company s H share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, (for holders of H shares of the Company) as soon as possible but in any event for the reply slip, before Tuesday, 23 February 2016, and for the proxy form, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. 28 January 2016

2 TABLE OF CONTENTS Page Definitions... 1 Letter from the Board... 3 Notice of the First Extraordinary General Meeting in i

3 DEFINITIONS In this circular, unless the context otherwise requires, the following expressions have the following meanings: A Share(s) A share(s) in the share capital of the Company, with a par value of RMB1.00 each, which are subscribed for and traded in RMB on the Shenzhen Stock Exchange Articles Board Company or Dongjiang Environmental connected person(s) Director(s) EGM Group the articles of association of the Company, as amended from time to time the board of Directors (Dongjiang Environmental Company Limited*), a joint stock limited company incorporated in the PRC, whose H Shares and A Shares are listed on the Stock Exchange and on the Shenzhen Stock Exchange, respectively having the meaning ascribed to it under the Listing Rules director(s) of the Company the first extraordinary general meeting of the Company in 2016 to be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the PRC at 2:00 p.m. on Tuesday, 15 March 2016 or any adjournment thereof (as the case may be) for the Shareholders to consider, and, if thought fit, to approve, among other things, the proposed adoption of the Routine Related Transactions and the Proposed Election of Supervisor (as Shareholders representative) the Company and its subsidiaries H Share(s) overseas listed foreign share(s) in the share capital of the Company, with a par value of RMB1.00 each, which are subscribed for and traded in HK$ on the Stock Exchange HK$ Hong Kong Hong Kong dollar, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC 1

4 DEFINITIONS Listing Rules Latest Practicable Date PRC Proposed Election of Supervisor (as Shareholders representative) RMB the Rules Governing the Listing of Securities on the Stock Exchange 27 January 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein the People s Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the People s Republic of China and Taiwan the proposed election of Mr. Huang Wei Ming as a supervisor (as Shareholders representative) of the fifth session of the Supervisory Committee Renminbi, the lawful currency of the PRC Routine Related Transactions the routine related transactions of the Group contemplated for the year ending 31 December 2016 proposed to be approved at the EGM pursuant to the Shenzhen Listing Rules Shareholder(s) Shenzhen Stock Exchange Supervisory Committee Share(s) Stock Exchange holder(s) of Share(s) the Shenzhen Stock Exchange the supervisory committee of the Company share(s) of the Company, including A Share(s) and H Share(s), unless specified otherwise The Stock Exchange of Hong Kong Limited Shenzhen Listing Rules the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange* % per cent. In this circular, the English names of the PRC entities are translations of their Chinese names, and are included herein for identification purpose only. In the event of any inconsistency, the Chinese names shall prevail. 2

5 DONGJIANG ENVIRONMENTAL COMPANY LIMITED* (a joint stock limited company incorporated in the People s Republic of China) (Stock code: 00895) Executive Directors: Mr. Zhang Wei Yang (Chairman) Mr. Chen Shu Sheng Mr. Li Yong Peng Non-executive Directors: Mr. Feng Tao (Vice Chairman) Ms. Sun Ji Ping Independent non-executive Directors: Mr. Wong Hin Wing Mr. Qu Jiu Hui Mr.SuQiYun To the Shareholders Registered office: 1st Floor, 3rd Floor North of 8th Floor 9th-12th Floor Dongjiang Environmental Building No. 9 Langshan Road North Zone of Hi-tech Industrial Park Nanshan District, Shenzhen the PRC Principal place of business in Hong Kong: Suites , 20th Floor Jardine House 1 Connaught Place Central Hong Kong 28 January 2016 Dear Sir or Madam, PROPOSED ADOPTION OF 2016 CONTEMPLATED ROUTINE RELATED TRANSACTIONS AND PROPOSED ELECTION OF SUPERVISOR (AS SHAREHOLDERS REPRESENTATIVE) INTRODUCTION The purpose of this circular is to provide Shareholders with information regarding the proposed adoption of the Routine Related Transactions and the Proposed Election of Supervisor (as Shareholders representative). 3

6 (A) Proposed adoption of Routine Related Transactions I. Basic situation of the Routine Related Transactions (1) Introduction Based on the needs of routine production and operation in 2016, the Company and certain of its subsidiaries are expected to conduct the Routine Related Transactions in 2016 such as purchase or sales of the products and acceptance of labour services from the related parties including Heritage Dongjiang Micronutrients Additive (Shenzhen) Company Limited* ( Shenzhen Micronutrients ), Shenzhen Resource Environment Technology Co., Ltd.* ( Shenzhen Resource ), Huizhou Dongjiang Veolia Environmental Service Co., Ltd.* ( Dongjiang Veolia ), Shenzhen Suntak Multilayer PCB Company Limited* ( Shenzhen Suntak ), Jiangmen Suntak Circuits Technology Limited* ( Jiangmen Suntak ) and Shenzhen Huateng Environment Information Technology Co., Ltd.* ( Huateng Environment ), and the estimated total amount of the Routine Related Transactions will not be more than RMB326,300,000 (exclusive of taxes). On 27 January 2016, the 38th meeting of the Fifth Board considered and approved the Proposal on Estimates of Routine Related Transactions for the Year 2016 by 4 affirmative votes, 0 dissenting vote and 0 abstention vote. Mr. Zhang Wei Yang, Mr. Chen Shu Sheng, Mr. Li Yong Peng and Mr. Su Qi Yun, the Directors who also serve as directors of the related party(ies), all abstained from voting on the proposal, and all the other non-related Directors unanimously agreed on the proposal. The estimated maximum amount of the Routine Related Transactions for the year of 2016 is RMB326,300,000 (exclusive of taxes), reaching 5% of the latest audited total net assets of the Company. According to the Shenzhen Listing Rules and the Articles, the Routine Related Transactions are subject to approval by the Shareholders at the EGM. Mr. Zhang Wei Yang, Mr. Chen Shu Sheng, Mr. Li Yong Peng, Mr. Su Qi Yun, Mr. Cao Ting Wu, Mr. Lan Yong Hui and Mr. Tian Hua Chen, as the related Shareholders (holding an aggregate of 297,414,313 Shares as at the Latest Practicable Date) who are regarded as having interests in the Routine Related Transactions will abstain from voting on the resolution in relation to the Routine Related Transactions at the EGM. 4

7 (2) Estimated type and amount of the Routine Related Transactions Type of Routine Related Transactions Related parties Contract price or estimated amount in 2016 Actual transactions in 2015 Actual Percentage transaction to the same amount business of (Unaudited) the Group RMB0 000 RMB0 000 % Purchasing raw materials from related parties Selling products and goods to related parties Providing labour services to related parties Accepting labour services from related parties Other matters possibly causing transfer of resources or liabilities upon agreement Shenzhen Resource 1, % Shenzhen Suntak 1, % Jiangmen Sunta 1,500 1, % Subtotal 4,200 2, % Shenzhen Micronutrients Shenzhen Resource 12,000 7, % % Dongjiang Veolia % Subtotal 12,120 7, % Dongjiang Veolia 8,000 4, % Shenzhen Suntak % Jiangmen Sunta % Subtotal 9,200 5, % Dongjiang Veolia 5,000 1, % Shenzhen Resource Huateng Environment % 1, % Subtotal 6,200 1, % Shenzhen Micronutrients % Dongjiang Veolia % Huateng Environment % Subtotal % Total 32,630 18,

8 (3) Accumulated amount of the Routine Related Transactions with the aforesaid related parties from the beginning of the year of 2016 to the Latest Practicable Date Type of Routine Related Transactions Related parties Related transaction amount occurred between the beginning of the year of 2016 and the Latest Practicable Date (Unaudited) RMB0 000 Purchasing raw materials from related parties Shenzhen Resource 0 Shenzhen Suntak Jiangmen Sunta Subtotal Selling products and goods to related parties Shenzhen Micronutrients Shenzhen Resource 0.23 Dongjiang Veolia 1.80 Subtotal Providing labour services to related parties Dongjiang Veolia Shenzhen Suntak Jiangmen Sunta Subtotal Accepting labour services from related parties Dongjiang Veolia Shenzhen Resource Huateng Environment 0 Subtotal Other matters possibly causing transfer of resources or liabilities upon agreement Shenzhen Micronutrients 1.03 Dongjiang Veolia Huateng Environment 6.91 Subtotal Total 1,

9 II. Introduction of related parties and relationships (1) Basic situation of the related parties 1. Shenzhen Micronutrients Name of company: Heritage Dongjiang Micronutrients Additive (Shenzhen) Company Limited* Registered address: Rm. 802, Dongjiang Environmental Building East, No. 9 Langshan Road, Nanshan District, Shenzhen, Guangdong Province, the PRC Registered capital: RMB2 million Nature of enterprise: Limited liability company (Taiwan, Hong Kong and Macau Joint Venture within the Territory) Scope of business: New technology research and development of feed additives; technical services and consultation in the feeds field; wholesale and import and export of feeds, feed additives, chemical materials, chemical products (exclusive of hazardous goods). Shareholders: HERITAGE TECHNOLOGIES ASIA LIMITED (holding 62% of its equity interest); and the Company (holding 38% of its equity interest). For the year ended 2014, Shenzhen Micronutrients achieved audited operating revenue of RMB111,870,812.28, net profit of RMB4,515, and net asset of RMB11,987, As at 30 September 2015, Shenzhen Micronutrients achieved unaudited operating revenue of RMB66,533,842.27, net profit of RMB5,471, and net asset of RMB17,459, Shenzhen Resource Name of company: Shenzhen Resource Environment Technology Co., Ltd.* Registered address: Third Industrial Zone, Bitou Village, Songgang Town, Bao an District, Shenzhen, Guangdong Province, the PRC Registered capital: RMB35 million Nature of enterprise: Limited liability company 7

10 Scope of business: Purchase and sales of environmental equipment and chemical materials (excluding inflammable, explosive and dangerous goods); sales of tin products; sales of metastannic acid, sodium stannate, tin hydroxide, calcium bicarbonate and calcium phosphate monobasic; domestic trade. Shareholders: Shenzhen Hazardous Waste Treatment Station Co., Ltd. (holding 51% of its equity interest); and the Company (holding 49% of its equity interest). For the year ended 2014, Shenzhen Resource achieved audited operating revenue of RMB66,304,414.13, net profit of RMB3,330, and net asset of RMB65,029, As at 30 September 2015, Shenzhen Resource achieved unaudited operating revenue of RMB24,351,665.01, net profit of RMB-5,066, and net asset of RMB59,962, Dongjiang Veolia Name of company: Huizhou Dongjiang Veolia Environmental Service Co., Ltd.* Registered address: Rm. 102, Block C11, Jinbao Chuangye Garden, No. 20 Zhongkai High-Tech Industry Development Zone, Huizhou City, Guangdong Province, the PRC (for office use only) Registered capital: RMB60 million Nature of enterprise: Limited liability company (Taiwan, Hong Kong and Macau Joint Venture within the Territory) Scope of business: Investment and construction in Shiwuliao forest farm, Lianghua Town, Huidong County, operation and management of dangerous waste safety landfill, dangerous waste incineration treatment, waste battery recycling treatment, and treatment and utilization of hypertoxic chemical wastes. Shareholders: the Company (holding 50% of its equity interest); and Veolia Environmental Services (Hong Kong) Company limited (holding 50% of its equity interest). For the year ended 2014, Dongjiang Veolia achieved audited operating revenue of RMB235,013,793.93, net profit of RMB56,220, and net asset of RMB123,914, As at 30 September 2015, Dongjiang Veolia achieved unaudited operating revenue of RMB183,868,080.29, net profit of RMB51,844, and net asset of RMB175,758,

11 4. Shenzhen Suntak Company Name: Shenzhen Suntak Multilayer PCB Company Limited* Place of registration: Block 3, Xinqiao Henggang Xia Industrial Zone, Xinyu Road, first row factory no. 5, 1/F and 4/F, Xinqiao Henggang Xia Industrial Zone, Shajing Road, Baoan District, Shenzhen, Guangdong Province, the PRC Registered capital: RMB million Company nature: Limited Liability Company Scope of business: production and sale of double-sided circuit board, multilayer circuit boards, multilayer flexible circuit board, HDI circuit board, multilayer rigid-type circuit board (Only at Block 3, Xinqiao Henggang Xia Industrial Zone, Xinyu Road); circuit board drilling processing (only at first row factory no. 5, 1/F and 4/F, Xinqiao Henggang Xia Industrial Zone); import and export of goods and technologies. Shareholder: Shenzhen Suntak Circuit Technology Co., Ltd. ( Suntak Circuit ) holding its 100% equity interest. As at 31 December 2014, Shenzhen Suntak achieved total assets of RMB1, million, operation income of RMB1, million, net profits of RMB million and net assets of RMB million. As at 30 September 2015, Shenzhen Suntak achieved unaudited total assets of RMB1, million, operation income of RMB1, million, net profits of RMB million and net assets of RMB million. 5. Jiangmen Suntak Company Name: Jiangmen Suntak Circuits Technology Limited* Place of registration: No. 363, Lianhai Road, Gaoxin District, Jiangmen, the PRC Registered capital: RMB150 million Company nature: Limited Liability Company Scope of business: design, production and sale of double-sided circuit board, multilayer circuit boards, flexible circuit board; import and export of goods, import and export of technology. 9

12 Shareholder: Suntak Circuit holding its 100% equity interest. As at 31 December 2014, Jiangmen Suntak achieved total assets of RMB million, operation income of RMB million, net profits of RMB million and net assets of RMB million. As at 30 September 2015, Jiangmen Suntak achieved unaudited total assets of RMB million, operation income of RMB million, net profits of RMB million and net assets of RMB million. 6. Huateng Environment Company Name: Shenzhen Huateng Environment Information Technology Co., Ltd.* Place of registration: Room , 5th floor, Dongjiang Environmental Building, No. 9 Langshan Road, Xili Street, Nanshan District, Shenzhen, Guangdong Province, the PRC. Registered capital: RMB10 million Company nature: Limited Liability Company Scope of business: Development and technology consultation of Internet technology Shareholder: the Company (holding its 10% equity interest); Li Zi Geng, Tang Guo Hua, Yang Wei, Liu Shao Bo, Chang Shi Yong, Liu Guo Zhen, Li Yong Jun and Chen Zhi Ping holding 25%, 10%, 10%, 10%, 10%, 10%, 10% and 5%, respectively in Huateng Environment. As at 31 December 2014, Huateng Environment achieved total assets of RMB million, operation income of nil, net profits of RMB-243,700 and net assets of RMB million. As at 30 September 2015, Huateng Environment achieved total assets of RMB million, operation income of RMB547,200, net profits of RMB million and net assets of RMB million. (2) Relationship with the Company 1. Shenzhen Micronutrients is a joint stock company with 38% of its stocks held by the Company. The executive Director, Mr. Zhang Wei Yang and the vice-president of the Company, Mr. Lan Yong Hui, assume the office of directors in Shenzhen Micronutrients. According to the Rule (3) of the Shenzhen Listing Rules, Shenzhen Micronutrients is a related legal person of the Company. 10

13 Shenzhen Micronutrients is an associate of Heritage Technologies Asia Limited, which holds 62% equity interest in Shenzhen Micronutrients. As at the Latest Practicable Date, Heritage Technologies Asia Limited held 38% of the equity interest in Shenzhen Dongjiang Heritage Technologies Company ( DJ Heritage ), a subsidiary of the Company, and was a substantial shareholder (as defined under the Listing Rules) of DJ Heritage. As each of the percentage ratios regarding total assets, profits and revenue of DJ Heritage is less than 10% for each of the latest three financial years, DJ Heritage is an insignificant subsidiary (as defined under the Listing Rules) of the Company and thus Shenzhen Micronutrients is not a connected person of the Company. 2. Shenzhen Resource is a joint stock subsidiary with 49% of its stocks held by the Company. The executive Directors, Mr. Li Yong Peng and Mr. Chen Shu Sheng and the vice-president of the Company, Mr. Cao Ting Wu, assume the office of directors in Shenzhen Resource. According to the Rule (3) of the Shenzhen Listing Rules, Shenzhen Resource is a related legal person of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Shenzhen Resource is not a connected person of the Company. 3. As Dongjiang Veolia is not included in the consolidated financial statements of the Company, Dongjiang Veolia is a joint stock subsidiary of the Company. The executive Directors, Mr. Zhang Wei Yang, Mr. Chen Shu Sheng and Mr. Li Yong Peng, assume the office of directors in Dongjiang Veolia. According to the Rule (3) of the Shenzhen Listing Rules, Dongjiang Veolia is a related legal person of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, as Dongjiang Veolia is not a connected subsidiary (as defined under the Listing Rules) of the Company, Dongjiang Veolia is not a connected person of the Company. 4. The independent non-executive Director, Mr. Su Qi Yun, assumes the office of independent director in Suntak Circuit, and Shenzhen Suntak is a wholly-owned subsidiary of Suntak Circuit. According to Rules (3)(5) of the Shenzhen Listing Rules, Shenzhen Suntak is a related legal person of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Shenzhen Suntak is not a connected person of the Company. 11

14 5. The independent non-executive Director, Mr. Su Qi Yun, assumes the office of independent director in Suntak Circuit, and Jiangmen Suntak is a wholly-owned subsidiary of Suntak Circuit. According to the Rules (3)(5) of the Shenzhen Listing Rules, Jiangmen Suntak is a related legal person of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Jiangmen Suntak is not a connected person of the Company. 6. Huateng Environment is a joint stock company with 10% of its stocks held by the Company. The chief financial officer of the Company, Mr. Tian Hua Chen, assumes the office of director in Huateng Environment. According to the Rule (3) of the Shenzhen Listing Rules, Huateng Environment is a related legal person of the Company. To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, Huateng Environment is not a connected person of the Company. (3) Analysis on performance capacity The aforesaid related parties have maintained good performance, normal operation and stable financial situation, and there is presently no possibility of forming bad debts in relation to the amount payable by them to the Company nor possibility of non-performance. III. Pricing basis and transaction price of the Routine Related Transactions All the Routine Related Transactions between the Group and the related parties were determined by the parties through arm s length negotiation based on the principle of fairness and rationality, in accordance with general commercial terms and conditions, and with reference to the current market price or cost plus rational profit ratio, without actions which might damage any interests of the Company and its Shareholders. The Group will enter into the relevant contracts with these related parties and conduct the transactions under the contracts according to the actual conditions of the routine production and operation and the principle of openness, impartiality, fairness and justice. IV. Purpose of the Routine Related Transactions and their effect on the Company (1) Purpose of the Routine Related Transactions The Routine Related Transactions between the Group and the related parties mainly include purchase and sales of the products and acceptance of the labour services. Such transactions can reduce the related selling expenses of the Company 12

15 while enlarging the sales of the products of the Company and helping to reduce the purchase links of the Company and effectively promoting the sustainable and stable development of the production and operation of the Company. (2) Effect on the Company The Routine Related Transactions between the Group and the related parties are within the ordinary businesses conducted by the Group in combination with the actual conditions of the routine production and operation of the Company and controlling subsidiaries based on the principle of openness, impartiality, fairness and justice without circumstances which might damage any interests of the Company and its Shareholders. Neither would they have any negative effect on the current and future financial situation and operating result of the Company nor affect the independence of the Company. V. Opinions of independent non-executive Directors Mr. Wong Hin Wing and Mr. Qu Jiu Hui, as the independent non-executive Directors, have provided prior acknowledgement to the estimates of the Routine Related Transactions for the year of 2016 and expressed their independent comments as follows: The Company s estimates of the Routine Related Transactions for the year 2016 were made according to the needs of the Company s routine operation and conformed with the needs of the Company s current and future businesses. The estimates of the related transactions are conducted fairly, voluntarily, equally and with consideration and the transaction price is based on market price which is a fair pricing without violating the principle of openness, equality and fairness. The contemplated Routine Related Transactions in 2016 will not impact on the Company s independence or its ability to recover amount receivables, and will not prejudice the Company s interests as a whole and the legal interests of minority shareholders. Such transactions are in line with the Company s strategic planning for long-term development and benefit the Company s sustainable and stable development. While the Board was considering the proposal on the Routine Related Transactions, Mr. Zhang Wei Yang, Mr. Chen Shu Sheng, Mr. Li Yong Peng and Mr. Su Qi Yun, as the related Directors, all abstained from voting for the proposal, and the voting procedure and process of the proposal complied with all applicable laws and regulations and the Articles without circumstances which might damage any interests of the Company and its Shareholders as a whole. (B) PROPOSED ELECTION OF SUPERVISOR (AS SHAREHOLDERS REPRESENTATIVE) Mr. Cai Wen Sheng ( Mr. Cai ) made an application to retire from the position of supervisor (as Shareholders representative) due to personal reason. Upon resignation, he will not hold any position in the Company. As after the resignation of Mr. Cai, the number of supervisors will fall below the quorum, and in accordance with the relevant laws and the Articles, the resignation report of Mr. Cai shall only be effective after the new supervisor 13

16 has filled the vacant position. Mr. Cai shall continue to perform the duties of supervisor before the new supervisor fills the position. Mr. Cai has confirmed that, he has no disagreement with the Board and there is no other matter in relation to his resignation that needs to be brought to the attention to the Stock Exchange and the Shareholders. In order to ensure the normal operation of the Supervisory Committee, the Supervisory Committee received a written application from Mr. Li Yong Peng, a Shareholder, in relation to the nomination of Mr. Huang Wei Ming ( Mr. Huang ) as a supervisor (as Shareholders representative) of the fifth session of the Supervisory Committee. Mr. Li Yong Peng directly holds 36,741,495 Shares of Dongjiang Environmental, representing a Shareholding of 4.23%, which fulfills the requirement of the Articles in relation to the nomination of Shareholder as supervisor. On the 17th meeting of the fifth session of the Supervisory Committee held on 27 January 2016, the Company considered and approved the Resolution in relation to the election of Mr. Huang as a supervisor (as Shareholders representative) of the fifth session of the Supervisory Committee, and nominated Mr. Huang as the candidate of the supervisor (as Shareholders representative) of the fifth session of the Supervisory Committee, for a term commencing from the date of approval by the Shareholders of Mr. Huang to be the supervisor (as Shareholders representative) at the general meeting of the Company, until the expiry of the current session of the Supervisory Committee. The appointment of Mr. Huang shall be subject to the Shareholders approval at the EGM. Mr. Huang, aged 48, is a PRC citizen with no permanent residence abroad. He holds a masters degree. From December 1994 to January 2011, he served as a credit officer of branch, branch president, the head of team and deputy branch manager of the Asset Management Department of Guangdong Development Bank. From January 2011 to 2013, he served as a general manager of Shenzhen TongHai Chemical Co., Ltd and standing deputy general manager of Shenzhen Jieda Investment Group Co. Ltd.*. Since January 2015, he has served as a general manager of Shenzhen Dongjiang Huiyuan Micro Finance Company Limited*, a wholly-owned subsidiary of the Company. Save as disclosed above, Mr. Huang does not have any relationship with any Director, senior management, substantial Shareholder or controlling Shareholder of the Company, and did not hold any directorship in other listed public companies in the last three years immediately prior to the Latest Practicable Date. Mr. Huang has yet to enter into any service contract with the Company. Mr. Huang, if appointed as the supervisor (as Shareholders representative), shall not be entitled to receive any remuneration in his capacity as a supervisor of the Company. As at the Latest Practicable Date, Mr. Huang did not have any interest in any share, underlying share or debenture of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). 14

17 Save as disclosed above, there is no information relating to Mr. Huang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and the Board is not aware of any other matter that needs to be brought to the attention of the Shareholders in relation to Mr. Huang s engagement. EGM Set out on pages 17 to 18 of this circular is a notice convening the EGM to be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the PRC at 2:00 p.m. on Tuesday, 15 March Resolutions will be proposed at the EGM for the Shareholders to consider and, if thought fit, approve the proposed adoption of the Routine Related Transactions and the Proposed Election of Supervisor (as Shareholders representative). Each Shareholder who has the right to attend and vote at the EGM is entitled to appoint one or more proxy(ies) to attend and vote on his behalf at the EGM. A proxy need not be a Shareholder. The register of members of the Company will be closed from Friday, 12 February 2016 to Tuesday, 15 March 2016 (both days inclusive), during which no transfer of Shares will be registered. The form of proxy for the use in connection with the EGM is enclosed with this circular. Whether or not you are able to attend the EGM in person, you are required to complete the reply slip and form of proxy in accordance with the instructions printed thereon and return it to the Company s H share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, (for holder of H Shares), as soon as practicable but in any event for the reply slip, before Tuesday, 23 February 2016, and for the form of proxy not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. LISTING RULES REQUIREMENTS According to the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Therefore, resolutions put to vote at the EGM will be taken by way of poll. 15

18 RECOMMENDATION Having considered the reasons set out herein, the Directors consider that the proposed adoption of the Routine Related Transactions and the Proposed Election of Supervisor (as shareholders representative) are in the interests of the Company and the Shareholders as a whole and accordingly, the Directors recommend the Shareholders to vote in favour of the resolutions to be proposed at the EGM. Yours faithfully, For and on behalf of the Board Dongjiang Environmental Company Limited* Chen Shu Sheng Executive Director This circular is originally prepared in Chinese. In the event of any inconsistency, the Chinese text of this circular shall prevail over the English text. 16

19 NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2016 DONGJIANG ENVIRONMENTAL COMPANY LIMITED* (a joint stock limited company incorporated in the People s Republic of China) (Stock code: 00895) NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2016 NOTICE IS HEREBY GIVEN that the first extraordinary general meeting (the EGM ) of Dongjiang Environmental Company Limited* (the Company ) in 2016 will be held at 11th Floor, Dongjiang Environmental Building, No. 9 Langshan Road, Nanshan District, Shenzhen, the People s Republic of China (the PRC ) at 2:00 p.m. on Tuesday, 15 March 2016 for the purpose of considering and, if thought fit, passing the following resolutions: ORDINARY RESOLUTIONS 1. To consider and approve the 2016 contemplated routine related transactions. 2. To consider and approve the election of Mr. Huang Wei Ming as a supervisor (as Shareholders representative) of the fifth session of the Supervisory Committee. Shenzhen, the PRC, 28 January 2016 Notes: By order of the Board Dongjiang Environmental Company Limited* Chen Shu Sheng Executive Director (a) The register of members of the Company will be closed from Friday, 12 February 2016 to Tuesday, 15 March 2016 (both days inclusive) during which no transfer of shares will be effected. For the identification of the shareholders of the Company (the Shareholders ) who are qualified to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company s H share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong (for holders of H Shares) not later than 4:30 p.m. on Thursday, 11 February (b) Whether or not you are able to attend the EGM, you are requested to complete the enclosed reply slip and form of proxy in accordance with the instructions printed thereon and return it to the Company s H share registrar, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong (for holders of H Shares) as soon as possible but in any event for the reply slip, before Tuesday, 23 February 2016, and for the proxy form, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish. 17

20 NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2016 (c) (d) (e) (f) A form of proxy for use at the EGM is enclosed herewith. In the case of a joint holding, the form of proxy may be signed by any joint holder, but if more than one joint holder is present at the EGM, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof. If the proxy form is signed by a person under a power of attorney or other authority, a notarially certified copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Shareholders and their proxies should produce identity proof when attending the EGM. The EGM is not expected to last for more than half a day. Shareholders and their proxies shall be responsible for their own travelling and accommodation expenses for attending the EGM. 18