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DONGJIANG ENVIRONMENTAL COMPANY LIMITED*東江環保股份有限公司
(a joint stock limited company incorporated in the People's Republic of China)
(Stock code: 00895) OVERSEAS REGULATORY ANNOUNCEMENT INSIDE INFORMATION
This announcement is made pursuant to Rules 13.09 and 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The document attached hereof is the announcement posted on the website of Shenzhen Stock Exchange by Dongjiang Environmental Company Limited* (the "Company") in relation to "Resolutions Passed at the 9th Meeting of the 5th Session of the Board of Directors ".
The aforesaid announcement is originally prepared in Chinese. In case of any inconsistency between the Chinese version and the English version, the Chinese version shall prevail.
By order of the Board
Chairman
Shenzhen, the People's Republic of China, 18 September 2014
As at the date of this announcement, the board of directors (the "Directors") of the Company comprises three executive Directors, being Mr. Zhang Wei Yang, Mr. Chen Shu Sheng and Mr. Li Yong Peng; two non-executive Directors, being Mr. Feng Tao and Ms. Sun Ji Ping; and three independent non-executive Directors, being Mr. Wong Hin Wing, Mr. Qu Jiu Hui and Mr. Wang Ji De.
* For identification purpose only
Stock Code: 002672 Stock Name: DJE Announcement No: 2014-83
DONGJIANG ENVIRONMENTAL COMPANY LIMITED ANNOUCEMENT RESOLUTIONS PASSED AT THE 9TH MEETING OF THE 5TH SESSION OF THE BOARD OF DIRECTORS
The Company and its board of directors confirm the truthfulness, accuracy and completeness of the information disclosed, and that there is no false statement, misleading representation or
material omission.
The 9th meeting of the 5th session of the board of directors of Dongjiang Environmental Company Limited (hereinafter referred to as the "Company") was held by a combination of personal attendance and telephone conference at Dongjiang Environmental Building, No. 9 Langshan Road, North Zone of Hi-tech Park, Nanshan District, Shenzhen City, Guangdong Province on 18 September
2014 (hereinafter referred to as the "Meeting"). The notice of the Meeting was sent by e-mail on 15
September 2014. Eight out of eight eligible directors attended the Meeting. The Meeting was in compliance with the requirements of the Company Act and the articles of association of the Company. The Meeting was convened and presided by Mr. Zhang Wei Yang, the chairman of the board of directors of the Company. Some of the supervisors and senior officers of the Company also attended the Meeting.
The following resolutions have been considered by all the directors and approved by way of poll:
(I) Resolution in respect of acquisition and capital increase in Jiangxi Kangtai Environmental Protection Co., Limited (江西康泰環保股份有限公司)
Poll results: 8 voted in favour, 0 abstained from voting and 0 voted against.
The use of internal fund of the amount of RMB10,000,000 to acquire 25% of the equity interests in Jiangxi Kangtai Environmental Protection Co., Limited (hereinafter referred to as the "Jiangxi Kangtai") is approved; the Company will inject an amount of RMB 21,224,500 to Jiangxi Kangtai after the acquisition, among which, RMB 7,959,200 will be used as registered capital, and the remaining amount of RMB 13,265,300 will be attributable to the capital reserve. After the completion of the above-mentioned transfer of equity interest and capital increase, the Company will directly hold
51% of the equity interests in Jiangxi Kangtai, Jiangxi Kangtai will become a subsidiary of the
Company.
For details, please refer to www.cninfo.com.cn, for the "Announcement on the acquisition and capital increase in Jiangxi Kangtai Environmental Protection Co., Limited" disclosed by the Company.
Poll results: 8 voted in favour, 0 abstained from voting and 0 voted against.
1. The entering of Franchise Agreement of Hazardous Waste Treatment and Disposal in Jiangxi
Province between the Company, Environmental Protection Department of Jiangxi Province (江西省
環境保護廳) and Jiangxi Environmental Protection Company Ltd. (江西環保股份有限公司) is approved. Part of the detoxification of the industrial solid waste disposal center project in Jiangxi
Province (i.e. the treatment and disposal of hazardous waste in Jiangxi province) (hereinafter referred to as the "Jiangxi Province Disposal Center Detoxification Project") has a scale of the treatment and disposal of hazardous waste of 81,000 tonnes per year. The investment amount is estimated to be approximately RMB 358,000,000.
2. The establishment of a project company which is responsible for the investment, construction, operational maintenance and final transfer of Jiangxi Province Disposal Center Detoxification Project is approved. The name of the project company is proposed to be "Jiangxi Province Dongjiang
Environmental Protection Industrial Waste Disposal Company Ltd.(江西省東江環保工業廢物處置
有限公司)" (subject to the approval by the Industry and Commerce Bureau), with a registered capital of RMB 50,000,000, the Company will hold 100% of the equity interest in the project company.
For details, please refer to www.cninfo.com.cn, for the "Announcement on the entering into Franchise Agreement of Hazardous Waste Treatment and Disposal in Jiangxi Province and establishment of a project company" disclosed by the Company.
(III) Resolution in respect of the entering into the Project Investment Agreement
Poll results: 8 voted in favour, 0 abstained from voting and 0 voted against.
In order to expand the business scope of the Company in eastern China and facilitate the realization of the overall strategic distribution of the Company, it is also beneficial to further promote the reasonable distribution of the Company's production bases, promoting the integration of the internal product resources of Company, enhancing the comprehensive competitiveness of the Company, and build a solid foundation for the Company's long term development in the future, and the entering of Investment Agreement between the Company and the people's government of
Fengcheng city, Jiangxi Province, in respect of the promotion of Jiangxi Province industrial solid waste disposal centre project operate in Fengcheng, Jiangxi Province and matters in relation to resources recycling economic park is approved, and may authorize the Chairman or its authorized persons to deal with the relevant matters.
For details, please refer to www.cninfo.com.cn, for the "Announcement on the entering into the
Project Investment Agreement" disclosed by the Company.
Resolution of the 9th meeting of the fifth session of the board of directors of the Company. Notice is hereby given.
Board of directors
Dongjiang Environmental Company Limited
19 September 2014
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