26 April 2007
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you
should consult your stockbroker or other registered dealer in securities, bank manager,
solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in EcoGreen Fine Chemicals Group Limited,
you should at once hand this circular and the accompanying form of proxy to the purchaser
or transferee or to the bank, stockbroker or other agent through whom the sale or transfer
was effected for transmission to the purchaser or transferee.
A notice convening the 2007 annual general meeting of EcoGreen Fine Chemicals Group
Limited to be held at Suite 3706, 37th Floor, Central Plaza, 18 Harbour Road, Wanchai,
Hong Kong on Monday, 21 May 2007 at 2:30 p.m. at which the above proposals will be
considered, is set out on pages 12 to 15 of this circular.
Whether or not you are able to attend the meeting, you are requested to complete and
return the accompanying form of proxy in accordance with the instructions printed thereon
to the Company’s branch share registrar and transfer office in Hong Kong, Tengis Limited,
at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, as soon as
possible and in any event not less than 48 hours before the time appointed for holding the
meeting or any adjournment thereof. Completion and return of the form of proxy will not
preclude you from attending and voting in person at the meeting or any adjournment
thereof if you so wish.
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2341)
PROPOSALS FOR RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF 2007 ANNUAL GENERAL MEETING
for identification purpose onl
CONTENTS
Page
Letter from the Board of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
2. Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
3. General mandates to issue shares and to repurchase shares . . . . . . . . . . . . . . . . . 2
4. Annual general meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
5. Procedure for demanding a poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
6. Closure of register of members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
7. Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Appendix I – Particulars of Directors Proposed for Re-election . . . . . . . . . . . . . . . . . . . . . 5
Appendix II – Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . 8
Notice of 2007 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
LETTER FROM THE BOARD OF DIRECTORS
– 1 –
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2341)
Executive Directors: Registered office:
Mr. Yang Yirong Century Yard
Mr. Gong Xionghui Cricket Square, Hutchins Drive
Ms. Lu Jiahua P.O. Box 2681 GT, George Town
Mr. Lin Like Grand Cayman, Cayman Islands
Mr. Han Huan Guang British West Indies
Non-executive Directors: Head office and principal place
Mr. Feng Tao of business in Hong Kong:
Suite 3706, 37th Floor
Independent non-executive Directors: Central Plaza, 18 Harbour Road
Mr. Yau Fook Chuen Wanchai, Hong Kong
Mr. Wong Yik Chung, John
Dr. Zheng Lansun
26 April 2007
To the shareholders of the Company
Dear Sir or Madam,
PROPOSALS FOR RE-ELECTION OF DIRECTORS,
GENERAL MANDATES TO ISSUE SHARES AND
TO REPURCHASE SHARES
AND
NOTICE OF 2007 ANNUAL GENERAL MEETING
1. INTRODUCTION
The purpose of this circular is to give you notice of the 2007 annual general meeting (the
“AGM”) of EcoGreen Fine Chemicals Group Limited (the “Company”) to be held on Monday,
21 May 2007 and information on matters to be dealt with at the AGM. These include (i) re-election
of directors of the Company (the “Directors”); and (ii) granting to the Directors general mandates
to issue the shares (the “Shares”, each a “Share”) of HK$0.10 each in the capital of the Company
and to repurchase the Shares.
2. RE-ELECTION OF DIRECTORS
In accordance with Article 108(A) of the articles of association of the Company the Articles of
Association”), one-third of the Directors for the time being, shall retire at each annual general
meeting from office by rotation. Accordingly Mr. Yang Yirong and Mr. Gong Xionghui, Ms. Lu
Jiahua and Dr. Zheng Lansun will retire as Directors by rotation and, being eligible, offer themselves
for re-election as Directors at the AGM.
for identification purpose only
LETTER FROM THE BOARD OF DIRECTORS
– 2 –
Particulars of these Directors required to be disclosed by the Rules Governing the Listing of
Securities on the Stock Exchange (the “Listing Rules”) are set out in Appendix I to this circular.
3. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES
Background
Pursuant to the ordinary resolutions passed by all shareholders of the Company (the
“Shareholders”, each a “Shareholder”) at the annual general meeting of the Company held
on 25 May 2006, the Directors were granted a general mandate to allot, issue and deal with
Shares and a general mandate to repurchase Shares on These mandates will expire at the conclusion of the
forthcoming AGM.
At the AGM, among other businesses, the following ordinary resolutions will be
proposed:
(a) to grant a general mandate (the “Issue Mandate”) to the Directors to exercise
the power of the Company to allot, issue and otherwise deal with new Shares
up to a maximum of 20 per cent. of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing of such resolution;
(b) to grant a general mandate (the “Repurchase Mandate”) to the Directors to
enable them to repurchase the Shares up to a maximum of 10 per cent. of the
aggregate nominal amount of the share capital of the Company in issue at the
date of passing of such resolution on the Stock Exchange; and
(c) to authorise the increase of the number of new Shares which may be allotted
and issued under the Issue Mandate by an additional number representing
such number of Shares actually repurchased under the Repurchase Mandate
(such authorisation is referred to below as the “Extension Mandate”).
The Issue Mandate and the Extension Mandate
Shareholders are referred to the ordinary resolutions No. 5 and No. 7 in the notice of
the AGM, as set out on pages 12 to 15, for details of the resolutions on these general mandates
which will be considered at the AGM. With reference to these resolutions, the Directors have
no immediate plans to allot and issue any new Shares other than Shares which may fall to be
issued upon the exercise of options which may be granted under the share option scheme of
the Company or pursuant to any scrip dividend scheme which may be approved by the
Shareholders.
The Repurchase Mandate
Shareholders are referred to the ordinary resolution No. 6 in the notice of the AGM, as
set out on pages 12 to 15, for details of the resolution on this general mandate which will be
considered at the AGM. With reference to this resolution, the board of Directors of the
Company (the “Board”) wishes to state that it has no immediate plans to repurchase any
Shares pursuant to the Repurchase Mandate.
An explanatory statement, as required by the Listing Rules to be sent to the
Shareholders in connection with the Repurchase Mandate, is set out in the Appendix II to
this circular. The explanatory statement contains all the information reasonably necessary to
enable the Shareholders to make an informed decision on whether to vote for or against the
relevant resolution at the AGM.
LETTER FROM THE BOARD OF DIRECTORS
– 3 –
4. ANNUAL GENERAL MEETING
The notice of the AGM is set out on pages 12 to 15 of this circular. At the AGM, ordinary
resolutions will be proposed to approve a number of matters, including, inter alia, (i) the re-
election of Directors; and (ii) the grant of the Issue Mandate, the Repurchase Mandate and the
Extension Mandate.
A proxy form for use at the AGM is enclosed and published on the website of the Stock
Exchange (www.hkex.com.hk) as well as the website of the Company (www.ecogreen.com). Whether
or not you intend to attend the AGM, you are requested to complete and return the enclosed proxy
form in accordance with the instructions printed thereon to the Company’s branch share registrar
and transfer office in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road
East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the
time appointed for holding the AGM or any adjournment thereof. Completion and return of the
proxy form will not preclude you from attending and voting in person at the AGM or any
adjournment thereof if you so wish.
5. PROCEDURE FOR DEMANDING A POLL
Pursuant to article 72 of the Articles of Association, a resolution put to the vote of any
general meeting shall be decided on a show of hands unless voting by way of a poll is required by
the Listing Rules or a poll is (before or on the declaration of the result of the show of hands or on
the withdrawal of any other demand for a poll) demanded:
(i) by the Chairman of the meeting; or
(ii) by at least three Shareholders present in person (or, in the case of a Shareholder being
a corporation, by its duly authorized representative) or by proxy for the time being
entitled to vote at the meeting; or
(iii) by any Shareholder or Shareholders present in person (or, in the case of a Shareholder
being a corporation, by its duly authorized representative) or by proxy and representing
not less than one-tenth of the total voting rights of all the Shareholders having the
right to vote at the meeting; or
(iv) by a Shareholder or Shareholders present in person (or, in the case of a Shareholder
being a corporation, by its duly authorized representative) or by proxy and holding
shares in the Company conferring a right to vote at the meeting being shares on which
an aggregate sum has been paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right; or
(v) if required by the Listing Rules, by any Director or Directors who, individually or
collectively, hold proxies in respect of shares representing five per cent. (5%) or more
of the total voting rights at such meeting.
6. CLOSURE OF REGISTER OF MEMBERS
The transfer books and register of members of the Company will be closed from Wednesday,
16 May 2007 to Monday, 21 May 2007, both days inclusive, during which period no transfer of
Shares will be effected. In order to qualify for the proposed final dividend, all transfer documents
accompanied by the relevant share certificates must be lodged with the Company’s branch share
registrar and transfer office in Hong Kong, Tengis Limited, at 26th Floor, Tesbury Centre, 28 Queen’s
Road East, Wanchai, Hong Kong not later than 4:00 p.m. on Tuesday, 15 May 2007.
LETTER FROM THE BOARD OF DIRECTORS
– 4 –
7. RECOMMENDATIONS
The Directors believe that the re-election of Directors, the Issue Mandate, the Repurchase
Mandate and the Extension Mandate are in the best interests of the Company and the Shareholders.
An exercise of the powers under the Repurchase Mandate may, depending on market
conditions and funding arrangements at that time, lead to an enhancement of the net asset value
and/or earnings per Share. Such an exercise will only be made when the Directors believe that such
repurchase of Shares will benefit the Company and the Shareholders.
An exercise of the Repurchase Mandate in full could have a material adverse impact on the
working capital and/or gearing position of the Company compared with that as at 31 December
2006, being the date of its latest audited consolidated financial statements. The Directors do not,
however, intend to make any repurchase in circumstances that would have a material adverse
impact on the working capital or gearing position of the Company.
The Directors believe that an exercise of the Issue Mandate and the Extension Mandate to
issue and allot new Shares will enable the Company to take advantage of market conditions to raise
additional capital for the Company.
Accordingly, the Directors recommend that all Shareholders should vote in favour of the
ordinary resolutions approving the re-election of Directors, the grant of the Issue Mandate, the
Repurchase Mandate and the Extension Mandate to the Directors at the AGM.
Yours faithfully,
For and on behalf of
the board of Directors of
EcoGreen Fine Chemicals Group Limited
Yang Yirong
Chairman & President
APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
– 5 –
The biographical details of the Directors proposed to be re-elected at the AGM are set out
below:
1. Mr. Yang Yirong (“Mr. Yang”)
Chairman and President
Mr. Yang, aged 45, is the founder of the Group. He is responsible for strategic planning and
formulation of overall corporate development policy for the Group. Mr. Yang holds a Bachelor
degree in science, majoring in chemistry from Huaqiao University (6}) in 1982. Prior to
founding the Group in 1994, Mr. Yang has extensive experience in the fine chemicals manufacturing
and trading and has more than 13 years of experience in natural organic chemistry research.
The Company has entered into a service contract with Mr. Yang for successive terms of one
year until terminated by not less than three months’ notice in writing served by either party on the
other. The current basic annual salaries of Mr. Yang is RMB1,412,000, and is entitled to further
director’s emoluments, which is determined by the Board from time to time with reference to his
duties and responsibilities within the Company, the market benchmark and subject to approval by
the Shareholders at annual general meeting. In addition, in respect of each financial year, but
subject to the pre-condition that the combined or consolidated audited net profit of the Group
(after taxation and payment of the management bonuses as mentioned below but before extraordinary
items) for that financial year represents an increase of more than 15% as compared to that for the
preceding financial year, he is also entitled to a discretionary management bonus provided that the
aggregate amount of the bonuses payable to all executive Directors for any financial year of the
Company may not exceed 5% of the combined or consolidated audited net profit of the Group
(after taxation and payment of such bonuses but before extraordinary items) in respect of that
financial year of the Company. The discretionary management bonus for Mr. Yang in the year
ended 31 December 2006 was approximately RMB300,000. His entitlement to the bonus was reviewed
and approved by the remuneration committee of the Company. All the director’s emolument
disclosed above are being covered by the service contract.
As at 20 April 2007, being the latest practicable date (the “Latest Practicable Date”) prior to
the printing of this circular, Mr. Yang was taken as interested in 193,263,158 Shares which represented
about 41.92% of the total issued share capital of the Company, by virtue of his ownership of
Marietta Limited pursuant to Part XV of the Securities and Futures Ordinance (the “SFO”). Mr.
Yang also has personal interest in share options to subscribe for a total of 400,000 Shares of the
Company within the meaning of Part XV of SFO. Other than being a Chairman of the Company,
Mr. Yang is also the President of the Group. He does not have any relationship with any Director,
senior management or substantial shareholder of the Company.
In the last three years prior to the Latest Practicable Date, Mr. Yang did not hold any
directorship or senior management positions in any other listed companies.
Save as disclosed herein, there are no information to be disclosed pursuant to any of the
requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to
(v) therein) nor are there any other matters which are necessary to be made aware to the Shareholders
regarding Mr. Yang’s re-election.
2. Mr. Gong Xionghui (“Mr. Gong”)
Vice-President
Mr. Gong, aged 43, is responsible for project construction and strategic investment
development. Mr. Gong holds a Master degree in chemical engineering from Xiamen University (
}) and has accumulated over 18 years of experience in fine chemicals industry and qualified
as an ISO 9000 auditor in the PRC in 1998. He joined the Group in September 1999.
APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
– 6 –
The Company has entered into a service contract with Mr. Gong for successive terms of one
year until terminated by not less than three months’ notice in writing served by either party on the
other. The current basic annual salaries of Mr. Gong is RMB713,000, and is entitled to further
director’s emoluments, which is determined by the Board from time to time with reference to his
duties and responsibilities within the Company, the market benchmark and subject to approval by
the Shareholders at annual general meeting. In addition, in respect of each financial year, but
subject to the pre-condition that the combined or consolidated audited net profit of the Group
(after taxation and payment of the management bonuses as mentioned below but before extraordinary
items) for that financial year represents an increase of more than 15% as compared to that for the
preceding financial year, he is also entitled to a discretionary management bonus provided that the
aggregate amount of the bonuses payable to all executive Directors for any financial year of the
Company may not exceed 5% of the combined or consolidated audited net profit of the Group
(after taxation and payment of such bonuses but before extraordinary items) in respect of that
financial year of the Company. The discretionary management bonus for Mr. Gong in the year
ended 31 December 2006 was approximately RMB378,000. His entitlement to the bonus was reviewed
and approved by the remuneration committee of the Company. All the director’s emolument
disclosed above are being covered by the service contract.
As at 20 April 2007, being the latest practicable date (the “Latest Practicable Date”) prior to
the printing of this circular, Mr. Gong was taken as interested in 11,368,421 Shares which represented
about 2.47% of the total issued share capital of the Company, by virtue of his ownership of Dragon
Kingdom Investment Limited pursuant to Part XV of the Securities and Futures Ordinance (the
“SFO”). Mr. Gong also has personal interest in share options to subscribe for a total of 3,000,000
Shares of the Company within the meaning of Part XV of SFO. Other than being an Executive
Director of the Company, Mr. Gong is also the Vice-President of the Group. He does not have any
relationship with any Director, senior management or substantial shareholder of the Company.
In the last three years prior to the Latest Practicable Date, Mr. Gong did not hold any
directorship or senior management positions in any other listed companies.
Save as disclosed herein, there are no information to be disclosed pursuant to any of the
requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to
(v) therein) nor are there any other matters which are necessary to be made aware to the Shareholders
regarding Mr. Gong’s re-election.
3. Ms. Lu Jiahua (“Ms. Lu”)
Vice-President
Ms. Lu, aged 40, oversees the finance and accounting and human resources functions for the
Group in the PRC. She has over 17 years of experience in accounting, financial management,
administration management and internal auditing in a number of pharmaceutical and fine chemical
manufacturing enterprises. Ms. Lu holds a Bachelor degree and a Master degree in economics and
corporate management from Xiamen University (}). She joined the Group in April 2002.
The Company has entered into a service contract with Ms. Lu for successive terms of one
year until terminated by not less than three months’ notice in writing served by either party on the
other. The current basic annual salaries of Ms. Lu is RMB713,000, and is entitled to further director’s
emoluments, which is determined by the Board from time to time with reference to her duties and
responsibilities within the Company, the market benchmark and subject to approval by the
Shareholders at annual general meeting. In addition, in respect of each financial year, but subject to
the pre-condition that the combined or consolidated audited net profit of the Group (after taxation
and payment of the management bonuses as mentioned below but before extraordinary items) for
that financial year represents an increase of more than 15% as compared to that for the preceding
financial year, he is also entitled to a discretionary management bonus provided that the aggregate
APPENDIX I PARTICULARS OF DIRECTORS PROPOSED FOR RE-ELECTION
– 7 –
amount of the bonuses payable to all executive Directors for any financial year of the Company
may not exceed 5% of the combined or consolidated audited net profit of the Group (after taxation
and payment of such bonuses but before extraordinary items) in respect of that financial year of the
Company. The discretionary management bonus for Ms. Lu in the year ended 31 December 2006
was approximately RMB378,000. Her entitlement to the bonus was reviewed and approved by the
remuneration committee of the Company. All the director’s emolument disclosed above are being
covered by the service contract.
As at 20 April 2007, being the latest practicable date (the “Latest Practicable Date”) prior to
the printing of this circular, Ms. Lu was taken as interested in 8,526,316 Shares which represented
about 1.85% of the total issued share capital of the Company, by virtue of her ownership of Sunwill
Investments Limited pursuant to Part XV of the Securities and Futures Ordinance (the “SFO”). Ms.
Lu also has personal interest in share options to subscribe for a total of 300,000 Shares of the
Company within the meaning of Part XV of SFO. Other than being an Executive Director of the
Company, Ms. Lu is also the Vice-President of the Group. She does not have any relationship with
any Director, senior management or substantial shareholder of the Company.
In the last three years prior to the Latest Practicable Date, Ms. Lu did not hold any directorship
or senior management positions in any other listed companies.
Save as disclosed herein, there are no information to be disclosed pursuant to any of the
requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to
(v) therein) nor are there any other matters which are necessary to be made aware to the Shareholders
regarding Ms. Lu’s re-election.
4. Dr. ZHENG Lansun (“Dr. Zheng”)
Independent Non-executive Director
Dr. Zheng, aged 52, is a member of the National Committee of the 10th Chinese People’s
Political Consultative Conference (7[OA7X 6DKd7p6), representing the
technology sector. He is also a qualified academician ({) of the Chinese Academy of Sciences (
7). Dr. Zheng received a Doctoral degree in philosophy from Rice University in the United
States of America and has engaged in chemistry related research activities at Xiamen University.
He was appointed as an Independent Non-executive Director in February 2004.
Dr. Zheng has not entered into any service contract with the Company. He is currently
entitled to receive a director’s fee of RMB70,000 per annum and is entitled to further director’s
emoluments which is determined by the Board from time to time with reference to his duties and
responsibilities within the Company as well as the market benchmark and subject to approval by
the Shareholders at annual general meeting. Should he be re-elected at the forthcoming AGM, his
term is one year from the date of re-election to the date the forthcoming annual general meeting of
the Company to be held in subsequent financial year. His term can be extended for one year
automatically until its termination by any party through giving a written notice of at least three
months to the other party.
As at the Latest Practicable Date, Dr. Zheng has personal interest in share options to subscribe
for a total of 800,000 Shares within the meaning of Part XV of the SFO.
Dr. Zheng is independent and not related to any of the other Directors, senior management,
substantial or controlling shareholders of the Company.
Save as disclosed herein, there are no information to be disclosed pursuant to any of the
requirements of Rule 13.51(2) of the Listing Rules (particularly in relation to sub-paragraphs (h) to
(v) therein) nor are there other matters relating to his re-election that need to be brought to the
attention of the Shareholders.
APPENDIX II EXPLANATORY STATEMENT
– 8 –
This Appendix serves as an explanatory statement, as required by the Listing Rules, to
provide requisite information to you for your consideration of the Repurchase Mandate.
1. Share capital
As at the Latest Practicable Date, the issued share capital of the Company comprised
461,000,000 Shares.
Subject to the passing of the proposed resolution for the grant of the Repurchase Mandate
and on the basis that no Shares will be issued or repurchased by the Company prior to the AGM,
the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 46,100,000
Shares.
2. Reasons for the repurchase
The Directors believe that it is in the best interests of the Company and the Shareholders for
the Directors to have general authority from the Shareholders to enable the Company to repurchase
its Shares on the Stock Exchange. Such repurchases may, depending on market conditions and
funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or
earnings per Share and will only be made when the Directors believe that such repurchases of
Shares will benefit the Company and the Shareholders.
3. Funding of repurchases
Repurchase must be funded out of funds which are legally available for the purposes in
accordance with the memorandum of association of the Company, the Articles of Association and
the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands
(the “Companies Law”). A listed company may not repurchase its own securities on the Stock
Exchange for a consideration other than cash or for settlement otherwise than in accordance with
the trading rules of the Stock Exchange. Under the Companies Law, repurchases by the Company
may only be made out of profits of the Company or out of the proceeds of a fresh issue of shares
made for the purpose, or, if so authorised by its articles of association and subject to the provisions
of the Companies Law, out of capital. Any premium payable on a redemption or purchase over the
par value of the shares to be purchased must be provided for out of profits of the Company or out
of the Company’s share premium account, or, if so authorised by its articles of association and
subject to the provisions of the Companies Law, out of capital.
The Company will use its internal resources to finance purchases of its Shares. The Company
does not intend to incur any borrowings or issue any fresh equity in order to specifically finance
the purchase of Shares.
Taking into account the current working capital position of the Company, the Directors
consider that, if the Repurchase Mandate were to be exercised in full, it might have a material
adverse effect on the working capital and/or the gearing position of the Company as compared
with the position as at 31 December 2006, being the date of its latest audited consolidated financial
statement. However, the Directors do not intend to make any repurchases to such an extent as
would, in circumstances, have a material adverse effect on the working capital requirements or the
gearing position of the Company, which in the opinion of the Directors are from time to time
appropriate for the Company.
APPENDIX II EXPLANATORY STATEMENT
– 9 –
4. Share prices
The highest and lowest prices at which the Shares were traded on the Stock Exchange during
each of the previous twelve months preceding the Latest Practicable Date were as follows:
Highest Lowest
HK$ HK$
2006
April 1.46 1.30
May 1.46 1.22
June 1.29 1.08
July 1.30 1.08
August 1.29 1.09
September 1.65 1.15
October 1.95 1.48
November 2.20 1.75
December 2.18 1.74
2007
January 2.15 1.88
February 2.85 2.01
March 2.76 2.30
April (up to Latest Practicable Date) 3.15 2.40
5. The Takeovers Code and minimum public holding
If a shareholder’s proportionate interest in the voting rights of the Company increases on the
Company exercising its powers to repurchase securities pursuant to the Repurchase Mandate, such
increase will be treated as an acquisition of voting rights for the purposes of Rule 32 of the Hong
Kong Code on Takeovers and Mergers (the “Takeovers Code”). As a result, a shareholder or group
of shareholders acting in concert could obtain or consolidate control of the Company and become
obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
As at the Latest Practicable Date, according to the register of interests kept by the Company
pursuant to section 336 of the SFO (Chapter 571 of the Laws of Hong Kong) and so far as is known
to, or can be ascertained after reasonable enquiry by the Directors, the following persons
(“Substantial Shareholders”) were directly or indirectly interested in 5% or more of the issued
capital of the Company:
% of the
Number of issued share
Name Type of interest held shares held capital
Yang Yirong Beneficial owner 193,263,158 41.92%
Marietta Limited Beneficial owner (Note a) 193,263,158 41.92%
Keywise Capital Management Investment manager 55,484,000 12.04%
(HK) Limited
Keywise Greater China Beneficial owner 41,592,000 9.02%
Opportunities Master Fund
APPENDIX II EXPLANATORY STATEMENT
– 10 –
% of the
Number of issued share
Name Type of interest held shares held capital
Value Partners Limited Investment manager 36,878,000 7.99%
Cheah Cheng Hye Interest of a controlled 36,692,000 7.95%
corporation (Note b)
Montpelier Asset Investment manager 23,142,000 5.02%
Management Limited
Notes:
(a) These shares are registered in the name of and beneficially owned by Marietta Limited, the
entire issued share capital of which is registered in the name of and beneficially owned by Mr.
Yang Yirong.
(b) These shares are registered in the name of and beneficially owned by Value Partners Limited,
approximately 35.65% of the issued share capital of which is registered in the name of and
beneficially owned by Mr. Cheah Cheng Hye.
Assuming that all the Substantial Shareholders do not dispose of their respective equity
interests (no matter they are direct or indirect interests) in the Shares, if the Repurchase Mandate
were exercised in full, the percentage shareholdings of Marietta Limited and Yang Yirong in the
Company after such repurchase would be increased to approximately 46.58% of the issued share
capital of the Company, the percentage shareholdings of Keywise Capital Management (HK) Limited
and Keywise Greater China Opportunities Master Fund would be increased to approximately 13.38%
and 10.02% respectively; the percentage shareholdings of Cheah Cheng Hye and Value Partners
Limited would be increased to approximately 8.83% and 8.88% respectively while the percentage
shareholdings of Montpelier Asset Management Ltd. would be increased to approximately 5.58% of
the issued share capital of the Company.
On the basis of the current shareholding held by each of the Substantial Shareholders set out
above, except Marietta Limited and Yang Yirong, each of the Substantial Shareholders will not be
obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate
is exercised in full. In the opinion of the Directors, the increase of percentage shareholdings of
Marietta Limited and Yang Yirong may give rise to an obligation to make a mandatory after under
Rule 26 of the Takeover Code. The Directors have no present intention to exercise the Repurchase
Mandate to such an extent as would result in takeover obligations under the Takeover Code.
Assuming that there is no issue of Shares between the Latest Practicable Date and the date of
a repurchase and no disposal by any of Substantial Shareholders of its and his interests in the
Shares, an exercise of the Repurchase Mandate, whether in part or in full, will not result in less
than 25% of the Shares being held by the public. Moreover, the Directors have no intention to
exercise the Repurchase Mandate to such an extent that will result in the number of Shares in the
hands of public falling below the prescribed minimum percentage of 25%.
APPENDIX II EXPLANATORY STATEMENT
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6. Share repurchase made by the Company
The Company has not purchased any of its Shares (whether on the Stock Exchange or
otherwise) in the previous six calendar months prior to the Latest Practicable Date.
7. General
None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries,
their respective associates (as defined in the Listing Rules), have any present intention, if the
Repurchase Mandate is approved by the Shareholders, to sell any shares to the Company or its
subsidiaries.
No connected person of the Company has notified the Company that he has a present intention
to sell any securities to the Company nor has any such connected person undertaken not to sell any
of the securities held by him to the Company in the event that the Repurchase Mandate is granted.
The Directors have undertaken to the Stock Exchange that, so far as the same may be
applicable, they will exercise the powers of the Company to make repurchases pursuant to the
Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman
Islands.
NOTICE OF 2007 ANNUAL GENERAL MEETING
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(incorporated in the Cayman Islands with limited liability)
(Stock Code: 2341)
NOTICE OF 2007 ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the annual general meeting of EcoGreen Fine Chemicals
Group Limited (the “Company”) will be held at Suite 3706, 37th Floor, Central Plaza, 18 Harbour
Road, Wanchai, Hong Kong on Monday, 21 May 2007 at 2:30 p.m. for the following purposes:
1. To receive, consider and adopt the audited financial statements and the reports of the
directors and auditors for the year ended 31 December 2006.
2. To declare a final dividend of HK$0.023 per share for the year ended 31 December
2006.
3. To re-elect the following retiring directors: (a) Mr. Yang Yirong; (b) Mr. Gong Xionghui;
(c) Mr. Lu Jiahua; and (d) Dr. Zheng Lansun, and to authorise the board of directors to
fix the directors’ remuneration.
4. To re-appoint PricewaterhouseCoopers as auditors and to authorise the board of
directors to fix their remuneration.
As special business, to consider and, if thought fit, pass the following resolutions as ordinary
resolutions:
5. “THAT:
(a) subject to paragraph (c) below, pursuant to the Rules (the “Listing Rules”)
Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited
(the “Stock Exchange”), the exercise by the directors of the Company (the
“Directors”) during the Relevant Period (as defined in paragraph (d) below) of
all the powers of the Company to allot, issue and otherwise deal with the
unissued shares (the “Shares”, each a “Share”) of HK$0.10 each in the capital
of the Company and to issue, allot or grant securities convertible into Shares or
options, warrants or similar rights to subscribe for Shares and to make or grant
offers, agreements and options, which may require the exercise of such powers
be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the
Relevant Period to make or grant offers, agreements and options which may
require the exercise of such powers at any time during or after the expiry of the
Relevant Period;
for identification purpose only
NOTICE OF 2007 ANNUAL GENERAL MEETING
– 13 –
(c) the aggregate nominal amount of share capital allotted and issued or agreed
conditionally or unconditionally to be allotted and issued (whether pursuant to
options or otherwise) by the Directors pursuant to the approval in paragraph
(a) above, otherwise than pursuant to or in consequence of:
(i) a Rights Issue (as defined in paragraph (d) below); or
(ii) the exercise of any options granted under the share option scheme of the
Company; or
(iii) any scrip dividend or similar arrangements providing for the allotment
and issue of Shares in lieu of the whole or part of a dividend on Shares
in accordance with the articles of association of the Company (the
“Articles of Association”) in force from time to time;
shall not exceed 20 per cent. of the aggregate nominal amount of the share
capital of the Company in issue on the date of the passing of this resolution and
the authority pursuant to paragraph (a) of this resolution shall be limited
accordingly; and
(d) for the purposes of this resolution:
“Relevant Period” means the period from the date of the passing of this
resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by the Articles of Association, the Companies
Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the
Cayman Islands or any other applicable law of the Cayman Islands to be
held; and
(iii) the passing of an ordinary resolution by the shareholders of the Company
(the “Shareholders”) in general meeting revoking or varying the authority
given to the Directors by this resolution;
“Rights Issue” means an offer of Shares, or offer or issue of warrants, options
or other securities giving rights to subscribe for Shares, open for a period fixed
by the Directors to Shareholders on the Company’s register of members on a
fixed record date in proportion to their then holdings of Shares (subject to such
exclusion or other arrangements as the Directors may deem necessary or
expedient in relation to fractional entitlements, or having regard to any
restrictions or obligations under the laws of, or the requirements of, or the
expense or delay which may be involved in determining the existence or extent
of any restrictions or obligations under the laws of, or the requirements of, any
jurisdiction outside Hong Kong or any recognised regulatory body or any stock
exchange outside Hong Kong).”
NOTICE OF 2007 ANNUAL GENERAL MEETING
– 14 –
6. “THAT:
(a) subject to paragraph (b) below, the exercise by the Directors during the Relevant
Period (as defined in paragraph (c) below) of all powers of the Company to
purchase its Shares on the Stock Exchange or any other stock exchange on
which the Shares may be listed and recognised by the Securities and Futures
Commission of Hong Kong (“SFC”) and the Stock Exchange for such purpose,
and otherwise in accordance with the rules and regulations of the SFC, the
Stock Exchange, the Companies Law, Chapter 22 (Law 3 of 1961, as consolidated
and revised) of the Cayman Islands and all other applicable laws in this regard,
be and the same is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of Shares which may be purchased or agreed to
be purchased by the Company pursuant to the approval in paragraph (a) during
the Relevant Period (as defined in paragraph (c) below) shall not exceed 10 per
cent. of the aggregate nominal amount of the issued share capital of the Company
as at the date of the passing of this resolution and the authority pursuant to
paragraph (a) of this resolution shall be limited accordingly; and
(c) for the purposes of this resolution, “Relevant Period” means the period from
the date of the passing of this resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting
of the Company is required by the Articles of Association, the Companies
Law, Chapter 22 (Law 3 of 1961, as consolidated and revised) of the
Cayman Islands or any other applicable law of the Cayman Islands to be
held; and
(iii) the passing of an ordinary resolution by the Shareholders in general
meeting revoking or varying the authority given to the Directors by this
resolution.”
7. “THAT conditional on the passing of resolution no. 5 above, the general mandate
granted to the Directors pursuant to paragraph (a) of resolution no. 5 above be and it
is hereby extended by the addition to the aggregate nominal amount of the shares
which may be allotted or agreed conditionally or unconditionally to be allotted by the
Directors of pursuant to or in accordance with such general mandate of an amount
representing the aggregate nominal amount of the share capital of the Company
purchased or agreed to be purchased by the Company pursuant to or in accordance
with the authority granted under paragraph (b) of resolution no. 6 above.”
By order of the board of Directors of
EcoGreen Fine Chemicals Group Limited
Yang Yirong
Chairman & President
Hong Kong, 26 April 2007
NOTICE OF 2007 ANNUAL GENERAL MEETING
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Registered office: Head office and principal place
Century Yard of business in Hong Kong:
Cricket Square, Hutchins Drive Suite 3706, 37th Floor
P.O. Box 2681 GT, George Town Central Plaza, 18 Harbour Road
Grand Cayman, Cayman Islands Wanchai, Hong Kong
British West Indies
Notes:
1. A member entitled to attend and vote at the meeting (or at any adjournment thereof) convened by the
above notice is entitled to appoint one or more proxies to attend and, subject to the provisions of the
Articles of Association, vote in his stead. A proxy need not be a member of the Company.
2. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which
it is signed or a notarially certified copy of such power or authority must be deposited at the Company’s
branch share registrar and transfer office in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre,
28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for
holding the meeting or any adjournment thereof.
3. The transfer books and register of members of the Company will be closed from Wednesday, 16 May
2007 to Monday, 21 May 2007, both days inclusive, during which no transfer of Shares will be effected.
In order to qualify for the proposed final dividend, all transfer documents, accompanied by the relevant
share certificates, must be lodged with the Company’s branch share registrar and transfer office in
Hong Kong at the address stated in note 2 above not later than 4:00 p.m. on Tuesday, 15 May 2007.
4. In relation to proposed resolutions no. 5 and 7 above, approval is being sought from the Shareholders
for the grant to the Directors of a general mandate to authorise the allotment and issue of shares of the
Company under the Listing Rules. The Directors have no immediate plans to issue any new shares of
the Company other than shares which may fall to be issued pursuant to the exercise of any option
which may be granted under the share option scheme of the Company or any scrip dividend scheme
which may be approved by the Shareholders.
5. In relation to proposed resolution no. 6 above, the Directors wish to state that they will exercise the
powers conferred thereby to purchase shares of the Company in circumstances which they deem
appropriate for the benefit of the Shareholders. An explanatory statement containing the information
necessary to enable the Shareholders to make an informed decision to vote on the proposed resolution
as required by the Listing Rules is set out in the Appendix II to the circular of the Company which this
notice forms part.
