DONGJIANG ENVIRONMENTAL COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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 of the "Resolutions Passed at the 18th Meeting of the
5th Session of the Board of Directors" posted on the website of Shenzhen Stock Exchange by
Dongjiang Environmental Company Limited* (the "Company").
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, 4 February 2015
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: 2015-13
DONGJIANG ENVIRONMENTAL COMPANY LIMITED ANNOUCEMENT RESOLUTIONS PASSED AT THE 18TH MEETING OF THE 5TH SESSION OF THE BOARD OF DIRECTORSThe 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.
I. Board meeting convenedThe 18th 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 attendance in person and telephone conference at Dongjiang Environmental Building, No. 9 Langshan Road, North Zone of Hi-tech Industrial Development Zone, Nanshan District, Shenzhen City, Guangdong Province on 4 February 2015 (the "Meeting"). The notice of the Meeting was sent by e-mail on 30 January 2015. Eight out of eight eligible directors attended the Meeting. The Meeting was in compliance with the requirements of the Company Law of the People's Republic of China 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 management of the Company also attended the Meeting.
II. Resolutions considered at the MeetingThe following resolutions have been considered by all the directors and approved by way of poll:
(1) Resolution in relation to the acquisition of equity interest in Shenzhen Hengjian Tongda Investment Management Co., Ltd. and external guarantee
8 votes in favor, 0 vote abstained and 0 vote against.
It is agreed that the 100% equity interest in Shenzhen Hengjian Tongda Investment Management Co., Ltd.("Hengjian Tongda") held by Hengjian Energy Environment Group Co., Ltd. ("Hengjian Energy") will be acquired by the Company, for a total consideration of RMB147million; it is agreed that the Company will repay for Hengjian Tongda the amount of RMB65 million payable to Hengjian Energy. After the completion of the equity transfer, the 100% equity interest in Hengjian Tongda will be held by the Company.
Given that the amount of bank loan in total provided to Dongguan Humen Green Source Water Co., Ltd.("Green Source Water"), a wholly-owned subsidiary of Hengjian Tongda, by Dongguan Rural Commercial Bank (Wanjiang Branch) does not exceed RMB116 million, the balance at present is RMB61,985,000, the guarantors of the loan at present are Hengjian Energy and its shareholders. After the completion of acquisition of 100% equity interest in Hengjian Tongda, it is agreed that the guarantee and the guarantor of the bank loans of Green Source Water, will be changed. The guarantee of the above-mentioned bank loans will be provided by the Company or its holding subsidiaries, and the term of the guarantee will last until May 2017.
For details of the aforesaid matter, please refer to the announcement "Announcement in relation to the acquisition of the equity interest in Shenzhen Hengjian Tongda Investment Management Co., Ltd. and external guarantee" made by the Company as disclosed on the website of Cninfo at www.cninfo.com.cn.
8 votes in favor, 0 vote abstained and 0 vote against.
According to the current development plan and funding requirement of the Company, the Company intends to apply to Ping An Bank Co., Ltd. (Shenzhen Branch) for integrated credit facilities of an amount not exceeding RMB One hundred and seventy million, for a term of 12 months, which will be applied as the general working capital to facilitate the day-to-day operation; method of guarantee: credit.
The specific conditions such as the credit line to be granted, term, interest rate and rate of charges are subject to the approval obtained from the bank. The chairman of the Company, Mr. Zhang Wei Yang, or the person authorized by him is authorized to sign the relevant documents.
Resolutions of the 18th meeting of the 5th session of the board of directors of the Company. Notice is hereby given.
Board of directors
Dongjiang Environmental Company Limited
5 February 2015
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