Hong Kong, 23 November 2007
A notice convening the extraordinary general meeting of Enric Energy Equipment Holdings
Limited to be held at Room Prestige, Regus Conference Centre, 35/F Central Plaza, 18
Harbour Road, Wan Chai, Hong Kong on 11 December 2007 at 10:30 a.m. is set out on
pages 26 to 27 of this circular. Whether or not you propose to attend the meeting, you are
requested to complete the accompanying form of proxy in accordance with the instructions
printed thereon and return the same to the Company’s branch share registrar in Hong
Kong, Computershare Hong Kong Investor Services Limited, at Rooms 1806–07, 18th Floor,
Hopewell Centre, 183 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 the holding of the meeting
or any adjournment thereof. Completion and return of the proxy form will not preclude
shareholders from attending and voting at the meeting, or any adjourned meeting, should
they so wish.
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 licensed securities dealer, bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all your shares in Enric Energy Equipment Holdings
Limited, you should at once hand this circular to the purchaser or the transferee or to the
bank, licensed securities dealer or other agent through whom the sale or transfer was
effected for transmission to the purchaser or transferee.
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
CONTINUING CONNECTED TRANSACTIONS
Independent financial adviser to the Independent Board Committee
and Independent Shareholder
CONTENTS
– i –
Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
1. INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
2. BACKGROUND OF THE TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . 5
3. THE PRODUCT SALES AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4. THE ANNUAL CAPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5. REASONS FOR AND BENEFITS OF THE TRANSACTIONS . . . . . . . . . . . 7
6. COMPLIANCE WITH THE LISTING RULES . . . . . . . . . . . . . . . . . . . . . . . . . 8
7. INFORMATION ON THE PARTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
8. PROCEDURES FOR DEMANDING A POLL . . . . . . . . . . . . . . . . . . . . . . . . . . 8
9. EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . 11
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . 13
APPENDIX – GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
NOTICE OF THE EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . 26
DEFINITIONS
– 1 –
In this circular, the following expressions have the following meanings, unless the context
otherwise requires:
“Acquisition” the acquisition of 190,703,000 Shares pursuant to the
share transfer agreement dated 30 July 2007 entered
into between Charm Wise and Xinao Group
International Investment Limited
“Annual Cap(s)” the maximum aggregate annual value(s) of the
Transactions for the period from 1 November 2007 to
31 December 2007 and each of the two financial years
ending 31 December 2008 and 2009
“associate(s)” as such term is defined under the Listing Rules
“Board” the board of Directors
“Charm Wise” Charm Wise Limited, a company incorporated in the
British Virgin Islands with limited liability and a
substantial Shareholder of the Company holding
42.18% of the issued share capital of the Company as
at the Latest Practicable Date, and a wholly-owned
subsidiary of CIMC (Group)
“CIMC (Group)” or “Seller”中國國際海運集裝箱(集團)股份有限公司China
International Marine Containers (Group) Co., Ltd., a
company incorporated in the PRC with limited
liability, the shares of which are listed on the Shenzhen
Stock Exchange
“CNG” compressed natural gas
“Company” Enric Energy Equipment Holdings Limited 安瑞科能
源裝備控股有限公司, an exempted company
incorporated in the Cayman Islands with limited
liability, the shares of which are listed on the Main
Board of the Stock Exchange
“Companies Ordinance” Companies Ordinance, Chapter 32 of the Laws of Hong
Kong
“connected person(s)” as such term is defined under the Listing Rules
“Director(s)” the director(s) of the Company
DEFINITIONS
– 2 –
“EGM” the extraordinary general meeting of the Company to
be held, to approve, among other things, the
Transactions and the Annual Caps
“Group” the Company and its subsidiaries
“Hong Kong” Hong Kong Special Administrative Region of the PRC
“HPU” hydraulic power unit, an integral part of the CNG
hydraulic refueling station system
“Independent Board Committee” an independent committee of the Board comprising
the independent non-executive Directors, namely
Wong Chun Ho, Gao Zhengping and Shou Binan,
established to advise the Independent Shareholders
with regard to the Transactions and the Annual Caps
“Independent Financial Adviser” Somerley Limited, a licensed corporation to conduct
or “Somerley” Type 1 (dealing in securities), Type 4 (advising on
securities), Type 6 (advising on corporate finance) and
Type 9 (asset management) regulated activities under
the SFO having CE registration number AAJ067, being
the independent financial adviser to the Independent
Board Committee and the Independent Shareholders
in respect of Product Sales Agreement
“Independent Shareholders” the Shareholders other than Charm Wise and its
associates
“Independent Third Party(ies)” person(s) or company(ies) which is/are independent
of any member of the Group, the directors, the chief
executives, the controlling shareholders, the substantial
shareholders (as such terms are defined in the Listing
Rules) of the Company or its subsidiaries, and their
respective associates
“Latest Practicable Date” 20 November 2007, being the latest practicable date
prior to the printing of this circular for ascertaining
certain information contained herein
“Listing Rules” the Rules Governing the Listing of Securities on the
Stock Exchange
“LNG” liquefied natural gas
DEFINITIONS
– 3 –
“PRC” the People’s Republic of China and for the purposes
of this circular, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan
“Product Sales Agreement” the product sales agreement dated 1 November 2007
entered into between the Company and CIMC (Group)
“Seller Group” the Seller, together with its subsidiaries and associates
“SFO” Securities and Futures Ordinance, Chapter 571 of the
Laws of Hong Kong
“Share(s)” ordinary share(s) of HK$0.01 each in the share capital
of the Company
“Shareholder(s)” the holder(s) of the Share(s)
“Stock Exchange”
Unless otherwise specified in this circular, amounts denominated in RMB have been
converted, for the purpose of illustration only, into HK$ at the rate of RMB1.00=HK$1.03. No
representation is made that any amounts in HK$ or RMB can be or could have been converted at
the relevant dates at the above rate or any other rates at all.
LETTER FROM THE BOARD
– 4 –
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
Executive Directors: Registered office:
Zhao Qingsheng (Chairman) Cricket Square
Jin Yongsheng (Chief Executive Officer) Hutchins Drive
Wu Fapei P.O. Box 2681
Jin Jianlong Grand Cayman KY1-1111
Yu Yuqun Cayman Islands
Shi Caixing
Qin Gang Principle place of business
in Hong Kong:
Non-executive Directors: Rooms 3101–03, 31st Floor
Yang Yu Tower One
Lippo Centre
Independent non-executive Directors: No. 89 Queensway
Wong Chun Ho Hong Kong
Gao Zhengping
Shou Binan Head office in the PRC:
30 Hongrun Road
Langfang Economic and
Technical Development Zone
Hebei Province
The PRC
23 November 2007
To the Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
1. INTRODUCTION
The Board refers to the announcement of the Company dated 4 November 2007
relating to continuing connected transactions whereby the Board announced that on 1
November 2007, the Company entered into the Product Sales Agreement with CIMC
(Group) regarding the purchase of transportation equipment from the Seller Group from
the date of the Product Sales Agreement to 31 December 2009. The transactions
contemplated under the Product Sales Agreement constitute continuing connected
transactions of the Company.
LETTER FROM THE BOARD
– 5 –
The purposes of this circular are: (i) to provide you with further information
regarding the Product Sales Agreement; (ii) to set out the letter of advice from the
Independent Financial Adviser to the Independent Board Committee and the Independent
Shareholders in relation to the terms of the Transactions and the Annual Caps; (iii) to set
out the recommendation of the Independent Board Committee after taking into
consideration the advice of the Independent Financial Adviser in relation to the terms of
the Product Sales Agreement; and (iv) to give you notice of the EGM to consider and if
thought fit, to approve the resolution regarding the Transactions and the Annual Caps at
the EGM.
2. BACKGROUND OF THE TRANSACTIONS
As part of its ordinary course of business, the Group has been purchasing certain
transportation equipment (including but not limited to container chassis, semi-trailers
and dump semi-trailers) manufactured by the Seller Group since 2004. As announced by
the Company by the joint announcements of the Company and Charm Wise dated 3
August 2007 and 7 August 2007, 190,703,000 Shares, representing 42.18% of the issued
share capital of the Company as at the Latest Practicable Date, were acquired by Charm
Wise from Xinao Group International Investment Limited. As CIMC (Group) is the holding
company of Charm Wise, which became a substantial Shareholder since the completion of
the Acquisition on 7 August 2007, the transactions contemplated under the Product Sales
Agreement constitute continuing connected transactions of the Company under Chapter
14A of the Listing Rules.
3. THE PRODUCT SALES AGREEMENT
Date:
1 November 2007
Parties:
Purchaser the Company
Seller CIMC (Group)
Subject matter:
The Group will purchase and the Seller Group will sell transportation
equipment manufactured by the Seller Group (including but not limited to container
chassis, semi-trailers and dump semi-trailers).
Term:
From the date of the Product Sales Agreement to 31 December 2009, subject to
early termination provisions in the Product Sales Agreement.
LETTER FROM THE BOARD
– 6 –
Price:
To be determined between the parties by reference to the market price of the
particular products.
Priority:
The transportation equipment contemplated under the Product Sales Agreement
may be sold to third parties by the Seller Group, provided that under the same
terms, the Seller Group shall provide such products to the Group with priority.
4. THE ANNUAL CAPS
After careful evaluation of the historical figures in the past years, the forecasted
figures for the three years ending 31 December 2007, 2008 and 2009 and the anticipated
development and growth of the Group’s relevant businesses, the Board (excluding the
independent non-executive Directors) intends to set the Annual Caps as follows (historical
figures are also set out below for reference):
2007
Financial year ending (1 November to
31 December 31 December) 2008 2009
Annual Caps
(in RMB) 32,000,000 78,000,000 99,000,000
(approximately in HK$) 32,960,000 80,340,000 101,970,000
2007
Financial year ended (1 January to
31 December 2005 2006 6 August)
Transaction amount
(in RMB) 21,926,576 44,206,435 24,817,931
(approximately in HK$) 22,584,373 45,532,628 25,562,469
Basis of determination of the Annual Caps
The Group has not entered into any transactions with the Seller Group during
the period from 7 August 2007, the date of completion of the Acquisition, to 31
October 2007. During the said period, the Group has been using inventories on
hand and inventories on which the purchase contracts were entered into with the
Seller Group before 7 August 2007. The Board expects that the quantity of
transportation equipment to be purchased from the Seller Group will increase year-
on-year by 29%, 38% and 28% in 2007, 2008 and 2009 respectively, mainly attributable
to the increase in the expected sales of the final products of the Group. The Group is
planning to purchase containers being raw materials for the production of CNG
LETTER FROM THE BOARD
– 7 –
hydraulic refueling stations, products of the Group, from the Seller Group starting
from 1 January 2008, which the Group has been purchasing from Independent Third
Parties for the years 2005, 2006 and 2007. As the Seller Group is also capable of
producing this type of containers in its ordinary course of business with quality and
price comparable to those of the said Independent Third Parties, the Group plans to
start purchasing the said containers from the Seller Group from 1 January 2008
onwards. It is the proposed additional purchase of the said containers that has
caused the year-on-year 38% estimated increase in quantity of transportation
equipment to be purchased from the Seller Group for the year 2008.
By reference to the existing operation and the anticipated development and
growth of the Group’s business, the Board derives the projected numbers of CNG
trailers, LNG trailers, chemical material trucks, specialty gas trailers and natural gas
refueling station systems to be sold to the Group’s customers. The Annual Caps are
determined based on the projected number of sets of the aforesaid final products to
be sold multiplied by the market price of the corresponding transportation equipment
to be used for the production of such final products.
Hence, the Board (including the independent non-executive Directors) considers
that the Annual Caps are fair and reasonable.
5. REASONS FOR AND BENEFITS OF THE TRANSACTIONS
Since most of the Group’s customers are city gas operators, natural gas refueling
station operators and specialty gas manufacturers and users, they need to use CNG trailers,
LNG trailers, chemical material trucks and specialty gas trailers for the storage and
transportation of natural gas, chemical materials and specialty gases from the gas sources
to operation locations and natural gas refueling stations, and natural gas refueling station
systems for selling natural gas fuel. The Group produces seamless pressure cylinders,
cryogenic liquid storage tanks and natural gas refueling station systems and mounts the
seamless pressure cylinders and cryogenic liquid storage tanks to the container chassis,
semi-trailer and dump semi-trailer for the production of the Group’s certain final products,
including, CNG Trailers, LNG trailers, refueling station trailers, chemical material trucks
and specialty gas trailers. The Group has been purchasing these kinds of transportation
equipment manufactured by the Seller Group since 2004 as components for the production
of the Group’s certain final products sold to ultimate customers. As there are few suppliers
of the products contemplated under the Transactions and CIMC (Group) has long history
in supplying such products, the Directors (including the independent non-executive
Directors) are of the view that entering into of the Transactions will benefit both parties
and the terms of the Transactions are fair and reasonable so far as the Independent
Shareholders are concerned and that the Transactions are carried out in the ordinary
course of business, on normal commercial terms and is in the interest of the Company and
the Shareholders as a whole.
LETTER FROM THE BOARD
– 8 –
6. COMPLIANCE WITH THE LISTING RULES
Since the Board anticipates that the percentage ratios (other than the profit ratio) for
the Transactions on an annual basis will not be less than 2.5% and the annual consideration
is expected to be higher than HK$10,000,000, the Transactions will be subject to the reporting
and announcement requirements under Chapter 14A of the Listing Rules and will also be
required to be approved by way of poll by the Independent Shareholders. The threshold
under Rule 14A.34 of the Listing Rules will not be exceeded before the approval from the
Independent Shareholders having been obtained at the EGM.
7. INFORMATION ON THE PARTIES
The Group is principally engaged in the provision of integrated business solutions
in the energy equipment industry and the design, manufacture and sale of specialized gas
equipment. There has been no change in the principal business activities of the Company
subsequent to the completion of the Acquisition on 7 August 2007.
CIMC (Group) is principally engaged in the design, manufacturing, sale and provision
of repairing services for dry containers, reefers, special containers, road transportation
vehicles, tank equipment and airport facilities.
8. PROCEDURES FOR DEMANDING A POLL
Pursuant to article 66 of the articles of association of the Company, a resolution put
to the vote of a general meeting shall be decided on a show of hands unless voting by way
of a poll is required by the Listing Rules or (before or on the declaration of the result of
the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:
(a) by the chairman of the meeting; or
(b) by at least three Shareholders present in person or in the case of a Shareholder
being a corporation by its duly authorised representative or by proxy for the
time being entitled to vote at the meeting; or
(c) by a Shareholder or Shareholders present in person or in the case of a
Shareholder being a corporation by its duly authorised representative or by
proxy and representing not less than one-tenth of the total voting rights of all
Shareholders having the right to vote at the meeting; or
(d) by a Shareholder or Shareholders present in person or in the case of a
Shareholder being a corporation by its duly authorised representative or by
proxy and holding Shares 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 Shares conferring that right; or
LETTER FROM THE BOARD
– 9 –
(e) if required by the Listing Rules, by any Director or Directors who, individually
or collectively, hold proxies in respect of Shares representing 5% or more of
the total voting rights at such meeting.
On a show of hands, every Shareholder present in person (or in the case of a
Shareholder being a corporation, by its duly authorised representative) or by proxy shall
have one vote. On a poll, every Shareholder present in person (or in the case of a
Shareholder being a corporation, by its duly authorised representative) or by proxy shall
have one vote for each Share held by him. On a poll, a Shareholder entitled to more than
one vote need not, if he votes, use all his votes or cast all the votes he uses in the same
way.
9. EXTRAORDINARY GENERAL MEETING
Set out on pages 26 to 27 of this circular is the notice convening the EGM at which
ordinary resolution will be proposed to approve, among other things, the Product Sales
Agreement.
In view of the interests of Charm Wise in the Transactions, Charm Wise and its
associates will abstain from voting in relation to the resolution approving the Product
Sales Agreement and the Annual Caps at the EGM.
Pursuant to Rule 13.39(4) of the Listing Rules, the votes of Shareholders at the EGM
regarding the Transactions will be taken by poll.
10. ACTION TO BE TAKEN
A form of proxy for use at the EGM is enclosed herewith. Whether or not you
propose to attend the EGM, you are requested to complete the form of proxy in accordance
with the instructions printed thereon and return the same to the Company’s branch share
registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Rooms
1806–07, 18th Floor, Hopewell Centre, 183 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 the
holding of the meeting or any adjournment thereof. Completion and return of the form of
proxy will not preclude Shareholders from attending and voting at the EGM, or any
adjourned meeting, should they so wish.
11. RECOMMENDATION
Your attention is drawn to the letter from the Independent Board Committee set out
on pages 11 and 12 of this circular which contains its recommendation to the Independent
Shareholders regarding the Transactions. The Independent Board Committee, having taken
into consideration the advice of the Independent Financial Adviser and in particular the
principal factors set out in the letter from the Independent Financial Adviser, considers
that the Transactions are in the ordinary and usual course of business of the Group and
that the terms of the Product Sales Agreement are on normal commercial terms and are
fair and reasonable so far as the Independent Shareholders are concerned. The Independent
LETTER FROM THE BOARD
– 10 –
Board Committee also considers that the entering into of the Product Sales Agreement is
in the interests of the Company and the Shareholders as a whole and that the Annual
Caps are fair and reasonable so far as the Independent Shareholders are concerned.
Accordingly, the Board recommends that the Independent Shareholders should vote in
favour of the resolution as set out in the notice of the EGM.
Your attention is also drawn to the additional information set out in the appendix to
this circular.
By order of the Board
Enric Energy Equipment Holdings Limited
Zhao Qingsheng
Chairman
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
– 11 –
The following is the text of a letter of recommendation from the Independent Board Committee
which has been prepared for the purpose of inclusion in this circular:
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
23 November 2007
To the Independent Shareholders
Dear Sir or Madam,
CONTINUING CONNECTED TRANSACTIONS
We refer to the circular of the Company dated 23 November 2007 (the “Circular”) to
the Shareholders, of which this letter forms part. Terms defined in the Circular have the
same meanings when used in this letter unless the context requires otherwise.
We have been appointed by the Board as the Independent Board Committee to
advise you as to whether, in our opinion, the terms of the Product Sales Agreement are
fair and reasonable so far as the Independent Shareholders are concerned.
Somerley Limited has been appointed by the Company as the independent financial
adviser to advise the Independent Board Committee and the Independent Shareholders in
respect of the transactions contemplated under the Product Sales Agreement. Details of its
advice, together with the principal factors taken into consideration in arriving at such, are
set out in its letter on pages 13 to 19 of the Circular.
Your attention is drawn to the letter from the Board set out on pages 4 to 10 of the
Circular and the general information set out in the appendix to the Circular.
Having taken into account the terms of the Product Sales Agreement, and the advice
given by Somerley Limited and in particular the principal factors set out in the letter from
Somerley Limited, we consider that the Transactions are in the ordinary and usual course
of business of the Group and that the terms of the Product Sales Agreement are on normal
commercial terms and are fair and reasonable so far as the Independent Shareholders are
concerned. We also consider that the entering into of the Product Sales Agreement is in
the interests of the Company and the Shareholders as a whole and that the Annual Caps
are fair and reasonable so far as the Independent Shareholders are concerned. Accordingly,
LETTER FROM THE INDEPENDENT BOARD COMMITTEE
– 12 –
we recommend the Independent Shareholders to vote in favour of the resolution approving
the Product Sales Agreement, the transactions contemplated thereunder and the Annual
Caps to be proposed at the EGM.
Yours faithfully,
Independent Board Committee
Enric Energy Equipment Holdings Limited
Wong Chun Ho Gao Zhengping Shou Binan
Independent non-executive Directors
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 13 –
The following is the text of a letter of advice to the Independent Board Committee and the
Independent Shareholders from Somerley Limited prepared for the purpose of incorporation in this
circular:
SOMERLEY LIMITED
10th Floor
The Hong Kong Club Building
3A Chater Road
Central
Hong Kong
23 November 2007
To: the Independent Board Committee and
the Independent Shareholders
Dear Sirs,
CONTINUING CONNECTED TRANSACTIONS
We refer to our appointment to advise the Independent Board Committee and the
Independent Shareholders on the transactions in relation to the continuing supply of
certain transportation equipment by the Seller Group to the Group pursuant to the terms
of Product Sales Agreement for which the Independent Shareholders’ approval is being
sought subject to Annual Caps. Details of the Transactions are set out in the letter from
the Board contained in the circular of the Company to the Shareholders dated 23 November
2007 (the “Circular”), of which this letter forms part. Capitalised terms used in this letter
shall have the same meanings as those defined in the Circular.
As at the Latest Practicable Date, Charm Wise, a wholly owned subsidiary of CIMC
(Group), was a 42.18% substantial shareholder of the Company. The Seller Group is
therefore a connected person of the Company and the transactions contemplated under
the Product Sales Agreement constitute continuing connected transactions for the Company
under Chapter 14A of the Listing Rules.
As the Company anticipates that the applicable percentage ratios (other than the
profit ratio) for the Transactions on an annual basis will not be less than 2.5% and the
annual consideration is expected to be higher than HK$10,000,000, the Transactions will
be subject to the reporting and announcement requirements under Chapter 14A of the
Listing Rules and will also be required to be approved by way of poll by the Independent
Shareholders. In view of the interests of Charm Wise in the Transactions, Charm Wise and
its associates will abstain from voting in relation to the resolution approving the Product
Sales Agreement and the Annual Caps at the EGM.
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 14 –
The Independent Board Committee, comprising all the Company’s independent non-
executive Directors, namely Mr. Wong Chun Ho, Mr. Gao Zhengping and Mr. Shou Binan,
has been established to advise the Independent Shareholders whether the terms of the
Transactions (including the Annual Caps) are fair and reasonable so far as the Independent
Shareholders are concerned and whether the entering into the Product Sales Agreement is
in the interest of the Company and the Shareholders as a whole. We, Somerley, have been
appointed to advise the Independent Board Committee and the Independent Shareholders
in this regard.
In formulating our opinion, we have relied on the information and facts supplied,
and the opinions expressed, by the Directors and management of the Company and have
assumed that the information and facts provided and opinion expressed to us are true,
accurate and complete and will remain so up to the time of the EGM. We have also sought
and received confirmation from the Directors that no material facts have been omitted
from the information supplied and opinions expressed to us. We have relied on such
information and consider that the information we have received is sufficient for us to
reach an informed view and have no reason to believe that any material information has
been withheld, nor doubt the truth, accuracy or completeness of the information provided.
We have not, however, conducted any independent investigation into the business and
affairs of the Company or the Seller Group, nor have we carried out any independent
verification of the information supplied.
PRINCIPAL FACTORS AND REASONS CONSIDERED
In arriving at our opinion and recommendation on the terms of the Transactions, we
have taken the following principal factors and reasons into consideration:
1. Background of and reasons for the Transactions
The Group is one of the leading specialised gas equipment manufacturers and
integrated business solutions providers in the gas energy industry in the PRC. Its
products and services are represented in over 29 provinces, autonomous regions
and municipalities throughout the PRC. The Group has an established sales network,
covering major cities in the PRC including Bengbu, Chongqing, Guangzhou,
Langfang, Shanghai, Shenyang, Urumqi, Xi’an and Wuhan. Products were exported
to Brazil, Indonesia, Taiwan, Pakistan and Thailand. The Group has a very strong
client base including PetroChina Group, Sinopec Group, CNOOC Group and Hong
Kong and China Gas Group.
The Group produces seamless pressure cylinders, cryogenic liquid storage
tanks and natural gas refueling station systems and mounts the seamless pressure
cylinders and cryogenic liquid storage tanks to the transportation equipment which
includes container chassis, semi-trailer and dump semi-trailer for the production of
the Group’s products, including CNG trailers, LNG trailers, refueling station trailers,
chemical material trucks and specialty gas trailers. The Group has been purchasing
the aforesaid transportation equipment from the Seller Group since 2004.
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 15 –
In August 2007, Charm Wise acquired 190,703,000 Shares, representing
approximately 42.18% of the then entire issued share capital of the Company, and
became its controlling shareholder. As at the Latest Practicable Date, Charm Wise
remains the 42.18% controlling shareholder of the Company. Being a substantial
shareholder of the Company, Charm Wise and its parent company, CIMC (Group)
together with its subsidiaries and associates, are therefore connected persons of the
Company and the transactions contemplated under the Products Sale Agreement
constitute continuing connected transactions for the Company under the Listing
Rules.
The Seller Group is principally engaged in the design, manufacturing, sale
and provision of repairing services for dry container, reefers, special containers,
road transportation vehicles, tank equipment and airport facilities. According to the
annual report of CIMC (Group) for the year ended 31 December 2006, the road
transportation vehicles business of CIMC (Group) ranked No. 1 in the PRC and also
the world in terms of both total output and sales volume in 2004 and 2006. In 2006,
CIMC (Group) had over 50% market share in the road transportation equipment
market in the United States of America.
The PRC is the second largest energy consumer in the world. Under the 11th
Five-Year Plan, the PRC Government has adopted a series of policies to encourage
the use of natural gas for commercial, industrial, residential and vehicular purposes,
targeting to increase the proportion of natural gas in the overall primary consumption
mix. This signifies a huge development potential in the natural gas market. State-
owned oil and gas companies have made significant progress in exploring new gas
field in the country. The PRC Government has also entered into negotiations with
neighbouring countries, including Russia, to procure supply of piped natural gas.
For the above reasons, it is expected that the PRC natural gas market will enjoy a
rapid and healthy growth in the future. To fulfil the expected growing market needs,
the Group is committed to enhance its productivity and research and development
capacity. Given there are few suppliers of transportation equipment in the market
and the Seller Group is the market leader who has a long history in the business of
transportation equipment manufacturing, the Directors consider it in the interests of
the Group to secure the Seller Group as its supplier.
In light of the respective principal activities of the Group and the Seller Group,
we consider that the Product Sales Agreement has been entered into in the ordinary
and usual course of business of the Group.
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 16 –
2. Principal terms of the Product Sales Agreement
Pursuant to the Product Sales Agreement, the Group has agreed to purchase
and the Seller Group has agreed to supply transportation equipment manufactured
by it. Such transportation equipment includes but is not limited to container chassis,
semi-trailers and dump semi-trailers. The selling price for the transportation
equipment manufactured and sold by the Seller Group will be determined with
reference to the prevailing market price of the particular products. The Product
Sales Agreement is non-exclusive and the Group has the right to purchase all its
necessary transportation equipment from independent third parties. The Seller Group
may sell the transportation equipment contemplated under the Product Sales
Agreement to third parties. However, such products shall be provided to the Group
with priority if the terms offered to the Group and the third parties by the Seller
Group are the same. Having considered the high quality of the Seller Group’s
products and the priority given to the Group under the Product Sales Agreement, it
is the intention of the Group that the Seller Group would continue to be its primary
transportation equipment supplier.
Pursuant to the Product Sales Agreement, the Group has to pay the Seller
Group a cash deposit of 10% of the contract sum within fourteen days from the
signing of the sale and purchase agreements by both parties. After delivery of the
products, the Group is entitled to testing periods as pre-agreed by both parties,
during which the Group can test run the equipment and return the products to the
Seller Group in case they are found to be defective. The balance of the contract sum
has to be settled by the Group within three months from the date it notifies the
Seller Group that it is satisfied with the products.
Given that the purchase price is to be determined by reference to the prevailing
market price of the particular product, we consider that the pricing basis is fair and
reasonable.
We have reviewed contracts for the purchase of similar products by the Group
from other independent suppliers and noted that the terms under the Product Sales
Agreement are no less favourable to the Group than the terms offered by other
independent suppliers.
3. Annual Caps
The Transactions are subject to the Listing Rules requirements and conditions
as more particularly discussed under the section headed “Reporting requirements
and conditions of the Transactions” below. In particular, the Transactions are subject
to the Annual Caps as discussed below.
In assessing the reasonableness of the Annual Caps, we have discussed with
the Directors the basis and assumptions underlying the projections for the purchase
of products manufactured by the Seller Group for the purpose of setting the Annual
Caps.
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 17 –
The aggregate values of the past purchase of transportation equipment by the
Group from CIMC (Group) for each of the two financial years ended 31 December
2005 and 2006 and for period from 1 January 2006 to 6 August 2007 are set out
below:
Period from
1 January to
Financial year ended 31 December 6 August
2005 2006 2007
(RMB in million) (RMB in million) (RMB in million)
Aggregate value of the
past transactions 21.9 44.2 24.8
In 2005, the equipment purchased from the Seller Group were mainly container
chassis, semi-trailers and dump semi-trailers for the production of certain of the
Group’s final products, including CNG trailers, LNG trailers, refueling station trailers
and chemical material trucks. The completion of construction of the West-East
Pipeline Project in late 2004 and of the Zhong-Wu Pipeline and Shaanxi-Beijing
Pipeline in 2005 have provided a steady supply of natural gas and stimulated the
local consumption of natural gas which increased the demand for related natural
gas transportation products produced by the Group. Such a strong demand in the
Group’s products caused the increase in purchase of raw materials by the Group
from the Seller Group from RMB21.9 million in 2005 to RMB44.2 million in 2006.
Completion of the first LNG receiving terminal in 2006 in conjunction with the
growth of the above mentioned pipeline networks, further boosted the consumption
of natural gas resulting in a rise in demand for the Group’s gas transportation
products manufactured which lifted the purchase from the Seller Group during
1 January to 6 August 2007.
In estimating the total purchases of equipment from the Seller Group for the
purpose of setting the Annual Caps for the three years ending 31 December 2009,
the Directors have taken into account the forecast number of sets of CNG hydraulic
refueling station systems and gas transportation equipment to be sold by the Group
by making reference to the existing operation and the anticipated development and
growth of the Group’s business. In forecasting the projected sales, the Directors
have taken into account various factors including the general economic conditions,
the development of the natural gas pipeline network, the construction of LNG
receiving terminals, the growth of vehicles powered by natural gas and the growth
rate of natural gas consumption in the PRC.
As discussed under the section headed “Background of and reasons for the
Transactions”, it is expected that there will be an increase in supply of natural gas
both from domestic and international sources in the coming years. This increase
means more people could get access to the natural gas network, thus increasing the
demand for natural gas and hence for the Group’s natural gas transportation
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 18 –
products. Moreover, the stable supply of natural gas will also entice vehicle owners,
especially bus and taxi operators, to convert their vehicles to run on natural gas
which may considered to be more economical and greener than petrol. This in turn
will drive the demand for the Group’s CNG hydraulic refuelling stations. By reference
to the existing operation and the anticipated development and growth of the Group’s
business, the Board has calculated the projected numbers of CNG trailers, LNG
trailers, chemical material trucks, specialty gas trailers and natural gas refueling
station systems to be sold to the Group’s customers. The Annual Caps are determined
based on the projected number of product sets to be sold multiplied by the market
price of the corresponding transportation equipment needed for the production of
such products.
Based on the above, the Directors estimated that the total value of the purchase
of equipment from the Seller Group would be approximately RMB32 million for the
two months ending 31 December 2007, RMB78 million and RMB99 million for each
of the two years ending 31 December 2008 and 2009 respectively. The increasing
Annual Caps are caused by the switching of the sourcing of HPU containers from
independent suppliers to the Seller Group and the expected increase in general
market demand for natural gas and hence the related natural gas transportation
equipment.
Having considered the basis on which the Annual Caps are determined as
described above, we are of the view that the Annual Caps are fair and reasonable.
4. Reporting requirements and conditions of the Transactions
Pursuant to Rules 14A.37 to 14A.40 of the Listing Rules, the Transactions are
subject to the following annual review requirements:
(a) each year the independent non-executive Directors must review the
Transactions and confirm in the annual report and accounts that the
Transactions have been entered into:
(i) in the ordinary and usual course of business of the Group;
(ii) either on normal commercial terms or, if there are not sufficient
comparable transactions to judge whether they are on normal
commercial terms, on terms no less favourable to the Group than
terms available to or from (as appropriate) independent third
parties; and
(iii) in accordance with the relevant agreements governing them on
terms that are fair and reasonable and in the interests of the
Shareholders as a whole;
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER
– 19 –
(b) each year the auditors of the Company must provide a letter to the
Board (with a copy provided to the Stock Exchange at least ten business
days prior to the bulk printing of the Company’s annual report)
confirming that the Transactions:
(i) have received the approval of the Board;
(ii) are in accordance with the pricing policies of the Group;
(iii) have been entered into in accordance with the relevant agreements
governing the Transactions; and
(iv) have not exceeded the Annual Caps;
(c) the Company shall allow, and shall procure the relevant counterparties
to the Transactions to allow, the Company’s auditors sufficient access to
their records for the purpose of reporting on the Transactions as set out
in paragraph (b);
(d) the Company shall promptly notify the Stock Exchange and publish an
announcement in accordance with the Listing Rules if it knows or has
reason to believe that the independent non-executive Directors and/or
auditors of the Company will not be able to confirm the matters set out
in paragraphs (a) and/or (b) respectively.
In light of the reporting requirements attached to the Transactions, in particular, (i)
the restriction of the value of the Transactions by way of the Annual Caps; and (ii) the
ongoing review by the independent non-executive Directors and auditors of the Company
of the terms of the Transactions and the Annual Caps not being exceeded, we are of the
view that appropriate measures will be in place to govern the conduct of the Transactions
and safeguard the interests of the Independent Shareholders.
OPINION
Having taken into account the above principal factors, we consider that the
Transactions are in the ordinary and usual course of business of the Group and the terms
of the Product Sales Agreement are on normal commercial terms. We also consider that
the Transactions and the Annual Caps are fair and reasonable so far as the Independent
Shareholders are concerned and the entering into the Product Sales Agreement is in the
interests of the Company and the Shareholders as a whole. Accordingly, we advise the
Independent Board Committee to recommend, and we ourselves recommend, that the
Independent Shareholders vote in favour of the ordinary resolution to be proposed at the
EGM to approve the Transactions and the Annual Caps.
Yours faithfully
for and on behalf of
Somerley Limited
M.N. Sabine
Chairman
APPENDIX GENERAL INFORMATION
– 20 –
1. RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the
purpose of giving information with regard to the Group. The Directors collectively and
individually accept full responsibility for the accuracy of the information contained in this
circular and confirm, having made all reasonable enquiries, that to the best of their
knowledge and belief, there are no other facts not contained herein the omission of which
would make any statement contained in this circular misleading.
2. DISCLOSURE OF DIRECTORS’ INTERESTS
As at the Latest Practicable Date, the interests and short positions of the Directors
and the chief executive of the Company in the Shares and debentures of the Company or
the shares and debentures of any associated corporation of the Company (within the
meaning of Part XV of the SFO) which were required pursuant to: (i) Divisions 7 and 8 of
Part XV of the SFO, to be notified to the Company and the Stock Exchange; or (ii) section
352 of Part XV of the SFO, to be entered in the register referred to therein; or (iii) the
Model Code for Securities Transactions by Directors of Listed Companies, to be notified to
the Company and the Stock Exchange, were as follows:
Interest in the Shares and underlying Shares
Interests in Aggregate
underlying interests in Approximate
Shares Shares and percentage of
Interests in subject to underlying total issued
Name of Director Capacity Shares share options Shares share capital
Mr. Jin Yongsheng (“Mr. Jin”) Beneficial owner – 1,000,000 1,000,000 0.22%
(Note)
Note: Pursuant to the pre-GEM listing share option plan adopted by the Company on 26 September
2005, Mr. Jin was granted 2,000,000 share options to subscribe for one ordinary Share for each
option granted and 50% of such share options were exercised, details of the outstanding share
options as at the Latest Practicable Date were as follows:
Approximate
percentage of
Exercise price total issued
Date of grant Exercisable period per Share share capital
HKD
26.09.2005 18.10.2007 – 25.09.2015 1.50 0.22%
APPENDIX GENERAL INFORMATION
– 21 –
Save as disclosed above, as at the Latest Practicable Date, there was no outstanding
share options or derivative instruments granted to the Directors and none of the Directors
and the chief executive of the Company had any interest or short positions in the Shares
or underlying Shares or interest in debentures of the Company or its associated corporations
(within the meaning of Part XV of the SFO) which were required to be notified to the
Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO
(including interests or short positions which they are taken or deemed to have under such
provisions of the SFO) or which were required, pursuant to section 352 of the SFO, to be
entered in the register referred to therein, or which were required, pursuant to the Model
Code for Securities Transactions by Directors of Listed Companies, to be notified to the
Company and the Stock Exchange.
None of the Directors has any direct or indirect interest in any assets which have
since 31 December 2006 (being the date which the latest published audited financial
statements of the Company were made up) been acquired or disposed of by or leased to
any member of the Group.
None of the Directors is materially interested in any contract or arrangement entered
into and subsisting at the Latest Practicable Date which is significant in relation to the
business of the Group.
3. DISCLOSURE OF INTEREST OF SUBSTANTIAL SHAREHOLDERS
So far as the Directors are aware, as at the Latest Practicable Date, the following
persons (not being Directors) had an interest or a short position in the Shares or underlying
Shares which would fall to be disclosed to the Company and the Stock Exchange under
the provisions of Divisions 2 and 3 of Part XV of the SFO, or who was, directly or indirectly,
APPENDIX GENERAL INFORMATION
– 22 –
interested in 10% or more of the nominal value of any class of share capital carrying rights
to vote in all circumstances at general meetings of any other member of the Group:
Aggregate
Interests in interests in Approximate
underlying Shares and percentage
Total interest in Shares subject underlying of total issued
Name of Shareholder Capacity number of Shares to share option Shares Shares held
Charm Wise Beneficial owner 190,703,000 – 190,703,000 42.18%
(Note 1)
China International Interest in controlled 190,703,000 – 190,703,000 42.18%
Marine Containers corporation (Note 1)
(Hong Kong) Limited
CIMC (Group) Interest in controlled 190,703,000 – 190,703,000 42.18%
corporation (Note 1)
Mr. Wang Yusuo Interest of controlled 43,441,000 2,000,000 45,441,000 10.05%
(“Mr. Wang”) corporation and (Note 2) (Note 3)
beneficial owner
Ms. Zhao Baoju Interest of controlled 43,441,000 2,000,000 45,441,000 10.05%
(“Ms. Zhao”) corporation and (Note 2) (Note 3)
interest of spouse
Commonwealth Bank of Interest in controlled 44,963,000 – 44,963,000 9.95%
Australia corporation
Xinao Group International Beneficial owner 43,441,000 – 43,441,000 9.61%
Investment Limited (Note 2)
(“XGII”)
DnB Nor Asset Investment manager 33,064,000 – 33,064,000 7.31%
Management
(Asia) Limited
INVESCO Hong Kong Investment manager 27,020,000 – 27,020,000 5.97%
Limited
Symbiospartners Private Beneficial owner 26,016,000 – 26,016,000 5.75%
Equity Limited
APPENDIX GENERAL INFORMATION
– 23 –
Notes:
(1) The three references to 190,703,000 Shares refer to the same block of Shares held by Charm Wise,
which is beneficially owned by China International Marine Containers (Hong Kong) Limited.
China International Marine Containers (Hong Kong) Limited is in turn wholly owned by CIMC
(Group).
(2) The three references to 43,441,000 Shares relate to the same block of Shares held by XGII, which
is beneficially owned as to 50% by Mr. Wang and as to 50% by Ms. Zhao, the spouse of Mr.
Wang.
(3) Ms. Zhao, being the spouse of Mr. Wang, is deemed to be interested in these underlying Shares
subject to share options granted to Mr. Wang pursuant to the pre-GEM listing share option plan
adopted by the Company on 26 September 2005 when Mr. Wang was an executive Director.
Save as disclosed herein, the Directors are not aware, as at the Latest Practicable
Date, of any person (who are not Directors) who had an interest or a short position in
Share or underlying Shares which would fall to be disclosed to the Company and the
Stock Exchange under the provisions of Divisions 2 and 3 of part XV of the SFO, or who
was, directly or indirectly, interested in 10% or more of the nominal value of any class of
share capital carrying rights to vote in all circumstances at general meetings of any other
member of the Group.
4. EXPERT AND CONSENT
The following is the qualification of the expert who has given opinion or advice
which is contained in this circular:
Name Qualification
Somerley a licensed corporation to conduct Type 1 (dealing in securities),
Type 4 (advising on securities), Type 6 (advising on corporate
finance) and Type 9 (asset management) regulated activities under
SFO having CE register number AAJ067
Somerley has given and has not withdrawn its written consent to the issue of this
circular with the inclusion of its letter and references to its name in the form and context
in which they appear.
Somerley does not have any direct or indirect interest in any assets which have
since 31 December 2006 (being the date which the latest published audited financial
statements of the Company were made up) been acquired or disposed of by or leased to
any member of the Group.
Somerley is not beneficially interested in the share capital of any member of the
Group nor has any right, whether legally enforceable or not, to subscribe for or to nominate
persons to subscribe for securities in any member of the Group.
APPENDIX GENERAL INFORMATION
– 24 –
5. MATERIAL ADVERSE CHANGE
As at the Latest Practicable Date, the Directors were not aware of any material
adverse change in the financial or trading position of the Group since 31 December 2006,
being the date to which the latest published audited financial statements of the Group
were made up.
6. SERVICE CONTRACTS
As at the Latest Practicable Date, none of the Directors had entered into any service
contract with any member of the Group which does not expire or is not terminable within
one year without payment of compensation (other than statutory compensation).
7. COMPETING INTERESTS
As at the Latest Practicable Date, the following Directors had interests in the following
businesses which were considered to be competing or likely to compete, either directly or
indirectly, with the business of the Group other than those businesses where the Directors
were appointed as directors to represent the interests of the Group pursuant to the Listing
Rules:
Businesses which were considered to be competing or likely
to compete with the business of the Group
Nature of interest
Name of Description of of the Director in
Director Name of entity principal business the entity
Jin Jianlong南通中集罐式儲運The production and director
設備製造有限公司sales of stainless
(Nantong CIMC Tank steel tank containers
Equipment Co., Ltd)
Wu Fapei南通中集罐式儲運same as above director
設備製造有限公司
(Nantong CIMC Tank
Equipment Co., Ltd)
Shi Caixing張家港中集聖達因The design, director
低溫裝備有限公司production, sales
(Zhejiang CIMC Sanctum and technical service of
Cryogenic Equipment cryogenic storage and
Co., Ltd.) transportation
equipment
APPENDIX GENERAL INFORMATION
– 25 –
8. DOCUMENTS AVAILABLE FOR INSPECTION
Copies of the following documents will be available for inspection during normal
business hours at Rooms 3101–03, 31st Floor, Tower One, Lippo Centre, No.89 Queensway,
Hong Kong up to and including the date of the EGM:
(a) the Product Sales Agreement;
(b) the letter of recommendation from the Independent Board Committee, the text
of which is set out on pages 11 and 12 of this circular;
(c) the letter issued by the Independent Financial Adviser, the text of which is set
out on pages 13 to 19 of this circular; and
(d) the written consent of the Independent Financial Adviser referred to in
paragraph 4 in this appendix.
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
– 26 –
安瑞科能源裝備控股有限公司
Enric Energy Equipment Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 3899)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of the
shareholders of Enric Energy Equipment Holdings Limited (the “Company”) will be held
at Room Prestige, Regus Conference Centre, 35/F Central Plaza, 18 Harbour Road, Wan
Chai, Hong Kong on 11 December 2007 at 10:30 a.m. for the purpose of considering and, if
thought fit, passing (with or without modifications) the following resolution as an ordinary
resolution of the Company:–
ORDINARY RESOLUTION
“THAT: –
(a) the product sales agreement (the “Product Sales Agreement”) dated 1
November 2007 entered into between the Company and China International
Marine Containers (Group) Co., Ltd. (“CIMC (Group)”) in respect of the sale
and purchase of transportation equipment manufactured by CIMC (Group),
its subsidiaries and/or associates, a copy of which marked “A” has been tabled
before the meeting and initialed by the chairman of the meeting for
identification purpose, and transactions contemplated under the Product Sales
Agreement and the implementation thereof be and are hereby approved,
ratified and confirmed;
(b) the proposed annual caps (the “Annual Caps”) in relation to the transactions
contemplated under the Product Sales Agreement for the period from 1
November 2007 to 31 December 2007 and each of the two financial years
ending 31 December 2008 and 2009 being RMB32,000,000, RMB78,000,000 and
RMB99,000,000 respectively be and are hereby approved; and
(c) the directors of the Company be and are hereby authorized for and on behalf
of the Company to do all such acts and things, to sign and execute all such
documents, instruments and agreements and to take all such steps as they
may consider necessary, appropriate, desirable or expedient to give effect to
or in connection with the Product Sales Agreement, the Annual Caps and all
other matters incidental thereto.”
By order of the Board
Enric Energy Equipment Holdings Limited
Zhao Qingsheng
Chairman
Hong Kong, 23 November 2007
NOTICE OF THE EXTRAORDINARY GENERAL MEETING
– 27 –
Registered office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY1-1111
Cayman Islands
Principle place of business in Hong Kong:
Rooms 3101–03, 31st Floor
Tower One
Lippo Centre
No.89 Queensway
Hong Kong
Head office in the PRC:
30 Hongrun Road
Langfang Economic and Technical Development Zone
Hebei Province
The PRC
Notes:
(1) Any member entitled to attend and vote at the meeting is entitled to appoint more than one proxy to
attend and, on a poll, to vote instead of him. A proxy need not be a member of the Company.
(2) Where there are joint registered holders of any share, any one of such persons may vote at the meeting,
either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more
than one of such joint holders be present at the meeting personally or by proxy, that one of the said
persons so present whose name stands first on the register in respect of such share, shall alone be
entitled to vote in respect thereof.
(3) A form of proxy for use at the meeting is enclosed.
(4) In order to be valid, the form of proxy, together with the 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 branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, Rooms
1806–07, 18th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48
hours before the time appointed for holding the meeting or adjourned meeting. Completion and return
of the form of proxy will not preclude members from attending and voting in person at the meeting.
(5) The ordinary resolution as set out above will be determined by way of a poll.
(6) As at the date of this notice, the Board consists of Mr. Zhao Qingsheng (Chairman), Mr. Jin Yongsheng
(Chief Executive Officer), Mr. Wu Fapei, Mr. Jin Jianlong, Mr. Yu Yuqun, Mr. Shi Caixing and Mr. Qin
Gang as executive Directors, Mr. Yang Yu as a non-executive Director and Mr. Wong Chun Ho, Mr. Gao
Zhengping and Mr. Shou Binan as independent non-executive Directors.
