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 13th 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, 20 November 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: 2014-96
DONGJIANG ENVIRONMENTAL COMPANY LIMITED ANNOUCEMENT RESOLUTIONS PASSED AT THE 13TH 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 13th 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 20 November 2014 (the "Meeting"). The notice of the Meeting was sent by e-mail on 17 November 2014. Eight out of eight eligible directors attended the Meeting. The Meeting was in compliance with the requirements of 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 officers 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 on the repurchase and cancellation of Restricted Shares held by former Share Incentive Participants which are granted but remain unlocked
8 votes in favor, 0 vote abstained and 0 vote against.
On 23 January 2014, a total of 260,000 Restricted Shares were first granted to Su Shiyong, Chen Jinfang, Xue Chengbing and Chen Shi with a grant price of RMB19.37 per share. The above Share Incentive Participants have resigned due to personal reasons and have completed the relevant resignation procedures. According to the requirements in "Chapter 12 Implementation of the Incentive Scheme in case of changes in the Company and Share Incentive Participants" and the requirements regarding the repurchase price as set out in "Chapter 13 Principles of repurchase and cancellation" of the Restricted Share Incentive Scheme of Dongjiang Environmental Company Limited (Revised Draft)
(hereinafter referred as to "Incentive Scheme") and the requirements in "Resolution on the proposed grant and authorization to the board of directors or its authorized persons to deal with matters pertaining to the Restricted Share Incentive Scheme" approved at the 2014 First Extraordinary General Meeting, the 2014 First A Shares Class Meeting and the 2014 First H Shares Class Meeting of the Company, it is agreed to repurchase and cancel all the Restricted Shares, which are granted but remain unlocked, held by the Share Incentive Participants, including Su Shiyong, Chen Jinfang, Xue Chengbing and Chen Shi.
As the Company implemented the 2013 equity distribution plans on 25 June 2014, after the allocation of statutory surplus reserve, the Company distributed a cash dividend of RMB3.00 per 10 shares (including tax) based on the total share capital of 231,564,561 shares (including 178,194,561 A shares and 53,370,000 H shares), totaling RMB69,469,368.30 cash dividends, and issued 5 shares for every 10 shares by way of conversion of capital reserve, thereby issuing a total of 115,782,280 shares to all shareholders.
According to the relevant requirements of the Incentive Scheme, the adjustment of repurchase and cancellation is set out below:
P＝P0 ÷（1＋n）Where P0 represents the grant price before the adjustment; n represents the ratio of increase per share resulting from the issue of shares by conversion of capital reserve, bonus issue and sub-division of shares; P represents the adjusted grant price.
During the implementation of 2013 equity distribution plan, in accordance with the relevant requirements of the Incentive Scheme, when the Company declares cash dividends, the cash dividends which should be enjoyed by the Participants in connection with the granted Restricted Shares will be received by the Company after withholding and paying the individual income tax, and later will be returned to the Participants once such part of Restricted Shares are unlocked; If such part of Restricted Shares cannot be unlocked, then the cash dividends received will not be returned, and the Company will cancel such part of Restricted Shares upon repurchase and make corresponding accounting treatment. The cash dividends from the Restricted Shares, which are repurchased and cancelled, had not yet been distributed by the Company in 2013. Therefore, the price of the Restricted Shares (which are repurchased and cancelled) is adjusted to RMB12.91 per share. The number of Restricted Shares
repurchased was 390,000 and the total amount of the repurchase price paid was RMB5,036,200.
For details, please refer to the Announcement on the repurchase and cancellation of Restricted Shares held by former Share Incentive Participants which are granted but remain unlocked (Announcement No.: 2014-98) published on the Cninfo website (www.cninfo.com.cn) designated by the CSRC for information disclosure, Securities Times, China Securities Journal, Shanghai Securities News and Securities Daily.
The independent directors of the Company have issued their independent opinion in respect of the above matters. For details, please refer to the announcement published on the Cninfo website
(www.cninfo.com.cn) designated by the CSRC for information disclosure.
8 votes in favor, 0 vote abstained and 0 vote against.
A total of 390,000 Restricted Shares held by former Share Incentive Participants (including Su Shiyong, Chen Jinfang, Xue Chengbing and Chen Shi) which are granted but remain unlocked were repurchased and cancelled by the Company. Therefore, the registered capital of the Company decreased by RMB390,000 from RMB347,346,841 to RMB346,956,841. The resolution on the proposed grant and authorization to the board of directors or its authorized persons to deal with matters pertaining to the Restricted Share Incentive Scheme was approved at the 2014 First Extraordinary General Meeting, the 2014 First A Shares Class Meeting and the 2014 First H Shares Class Meeting of the Company and the Board and its authorized persons was authorized to determine matters concerning the change and termination of the Restricted Share Incentive Scheme, including but not limited to disqualifying the eligibility to unlock of the Share Incentive Participants, cancelling the Restricted Shares subject to lock-up of the Share Incentive Participants, handling compensation and inheritance matters in relation to the Restricted Shares subject to lock-up of the deceased Share Incentive Participants, and terminating the Restricted Share Incentive Scheme; the Board and its authorized persons was also authorized to handle all the necessary matters concerning the unlocking of the Share Incentive Participants, including but not limited to submitting unlocking application to the Shenzhen Stock Exchange, submitting application to the China Depository and Clearing Corporation Limited for the relevant depository and clearing, amending the Articles of Association and making registration of the change of the registered capital of the Company. Therefore, the Resolution on decrease of the registered capital of the Company is not required to be submitted for consideration at the general meeting of the Company.
8 votes in favor, 0 vote abstained and 0 vote against.
According to the requirements of 2013 Restricted Share Incentive Scheme of Dongjiang Environmental Company Limited (Revised Draft), reserved Restricted Shares were 600,000 shares. If issuance of shares by conversion of capital reserve occurs before the grant date of reserved shares, the number of reserved Restricted Shares should be adjusted as follow:
Q＝Q0 ×（1＋n）
Where: Q0 represents the number of Restricted Shares before the adjustment; n represents the ratio of increase per share resulting from the issue of shares by conversion of capital reserve, bonus issue or sub-division of shares (i.e. the number of shares increased per share upon issue of shares by
conversion of capital reserve, bonus issue or sub-division of shares); Q represents the adjusted number of Restricted Shares.
As the Company implemented the 2013 equity distribution plans on 25 June 2014, after the allocation of statutory surplus reserve, the Company distributed a cash dividend of RMB3.00 per 10 shares (including tax) based on the total share capital of 231,564,561 shares (including 178,194,561 A shares and 53,370,000 H shares), totaling RMB69,469,368.30 cash dividends, and issued 5 shares for every 10 shares by way of conversion of capital reserve, thereby issuing a total of 115,782,280 shares to all shareholders. Therefore, the Board agrees that the number of reserved Restricted Shares shall be adjusted from 600,000 shares to 900,000 shares.
8 votes in favor, 0 vote abstained and 0 vote against.
According to the relevant requirements of 2013 Restricted Share Incentive Scheme of Dongjiang Environmental Company Limited (Revised Draft) (hereinafter referred as to "Incentive Scheme") and mandate obtained at 2014 First Extraordinary General Meeting, the 2014 First A Shares Class Meeting and the 2014 First H Shares Class Meeting of the Company, the board of directors considers that the Company and the Share Incentive Participants granted the reserved Restricted Shares qualified as the subject either and satisfying the granting conditions under the Incentive Scheme, confirming 21 November 2014 as the grant date of reserved Restricted Shares of the Company and granted 68 Share Incentive Participants 900,000 reserved Restricted Shares at the price required under the Incentive Scheme, being 50% of the average trading price of A Shares of the Company for the last
20 trading days immediately preceding the date of the board resolution (total trading turnover of the
A shares for such 20 trading days/ total trading volume of the shares for such 20 trading days).
For details, please refer to the Announcement on Granting Reserved Restricted Shares to Share Incentive Participants (Announcement No.: 2014-99) published on the Cninfo website (www.cninfo.com.cn) designated by the CSRC for information disclosure, Securities Times, China Securities Journal, Shanghai Securities News and Securities Daily.
The independent directors of the Company have issued their independent opinion in respect of the above matters and the supervisors of the Company has issued their opinion in respect of the list of Share Incentive Participants. For details, please refer to the announcement published on the Cninfo website (www.cninfo.com.cn) designated by the CSRC for information disclosure.
8 votes in favor, 0 vote abstained and 0 vote against.
In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of
Hong Kong Limited, as Mr. Tian Hua Chen, being one of the Share Incentive Participants to be granted part of the reserved Restricted Shares, is a connected person of the Company. The grant of such reserved Restricted Shares by the Company to Mr. Tian Hua Chen constitutes a connected transaction. The board of directors considers that as the senior management officer of the Company, Mr. Tian Hua Chen is a core member responsible for the Company's strategic decision-making and operation strategy and exercises significant influences on the Company's operation performance and competitiveness. He meets the criteria for such position required under the laws, regulations, including the Company Law of the People's Republic of China, and the articles of association. Therefore, it is approved to grant such reserved Restricted Shares to Mr. Tian Hua Chen.
Resolution of the 13th meeting of the 5th session of the board of directors of the Company. Notice is hereby given.
Board of directors
Dongjiang Environmental Company Limited
21 November 2014
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