NOTICE OF ANNUAL GENERAL MEETING
(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock code: 839)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that an annual general meeting (the “AGM”) of Anhui Tianda Oil Pipe Company Limited (the “Company”) will be held at Zhenxing Road, Tongcheng Town, Tianchang City, Anhui Province, PRC on Monday, 28 April 2008 at 2:00 p.m., for the purpose of considering and, if thought fit, passing (with or without modifications) the following resolutions. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as those defined in the circular of the Company on issue of A Shares dated 12 March 2008 (“Circular”):
AS ORDINARY RESOLUTIONS
“THAT
1.the report of the directors of the Company for the year ended 31 December 2007 be approved;.
2.the report of the supervisors of the Company for the year ended 31 December 2007 be approved;
3.the audited financial statements of the Company for the year ended 31 December 2007 be approved;
4.the Company’s profit distribution plan for the year ended 31 December 2007 and the declaration and
payment of final dividend for the year ended 31 December 2007 in the amount and in the manner recommended by the board of directors of the Company (the “Board”) be approved;
5.the authorisation of the Board to determine the remuneration of the directors and the supervisors of the
Company be approved;
6.the appointment of Ernst & Young Hua Ming and Ernst & Young as the Company’s domestic and
international auditors respectively for the year ended 31 December 2008 be approved, and the Board be authorised to determine their remuneration;
7.the Rules and Procedures of the Board (as set out in Appendix 2 to the Circular) be and is hereby approved
and adopted by the Company, such Rules and Procedures of the Board shall take effect conditional upon any approval, endorsement or registration (as applicable) from or with the Relevant Authorities; and the Board be and are hereby authorized and empowered to make further amendments to the Rules and Procedures of the Board in order to fulfill any request that may be raised or made by the Relevant Authorities during the approval, endorsement and/or registration of the Rules and Procedures of the Board.
8.the Rules and Procedures of Shareholders’ General Meetings (as set out in Appendix 3 to the Circular) be
and is hereby approved and adopted by the Company, such Rules and Procedures of Shareholders’ General Meetings shall take effect conditional upon any approval, endorsement or registration (as applicable) from or with the Relevant Authorities; and the Board be and are hereby authorized and empowered to make further amendments to the Rules and Procedures of Shareholders’ General Meetings in order to fulfill any request that may be raised or made by the Relevant Authorities during the approval, endorsement and/or registration of the Rules and Procedures of Shareholders’ General Meetings.
9.the Rules and Procedures of the Supervisory Committee (as set out in Appendix 4 to the Circular) be and
is hereby approved and adopted by the Company, such Rules and Procedures of the Supervisory Committee shall take effect conditional upon any approval, endorsement or registration (as applicable) from or with the Relevant Authorities; and the Board be and are hereby authorized and empowered to make further amendments to the Rules and Procedures of the Supervisory Committee in order to fulfill any request that may be raised or made by the Relevant Authorities during the approval, endorsement and/or registration of the Rules and Procedures of the Supervisory Committee.
10.the rules for independent directors (“Independent Directors’ Rules”) (as set out in Appendix 5 to the
Circular) and the connected transaction decision policy (“Connected Transaction Decision Policy”, as set out in Appendix 6 of the Circular) be approved and adopted by the Company, such Independent Directors’ Rules and Connected Transaction Decision Policy shall take effect conditional upon any approval, endorsement or registration (as applicable) from or with the Relevant Authorities; and the Board be and are hereby authorized and empowered to make further amendments to the Independent Directors’ Rules and Connected Transaction Decision Policy in order to fulfil any request that may be raised or made by the Relevant Authorities during the approval, endorsement and/or registration of the Independent Directors’ Rules and Connected Transaction Decision Policy”.
AS SPECIAL RESOLUTIONS
11.“THAT:
(1)the Board be and is hereby authorized and granted an unconditional general mandate (“General
Mandate”) to separately or concurrently allot, issue and deal with additional domestic shares of
the Company (the “Domestic Shares”) and/or and overseas listed foreign shares (the “H Shares”)
and to make or grant offers, agreements and/or options in respect thereof, subject to the following
conditions:
a.the General Mandate shall not extend beyond the Relevant Period save that the Board may
during the Relevant Period make or grant offers, agreements and/or options which may require
the exercise of such power after the end of the Relevant Period;
b.the aggregate nominal amount of the Domestic Shares and the H Shares allotted and issued or
agreed conditionally or unconditionally to be allotted and issued (whether pursuant to an
option or otherwise) by the Board (otherwise than pursuant to any scrip dividend scheme (or
similar arrangement providing for the allotment and issue of shares in lieu of the whole or
part of a dividend), any share option scheme, a Rights Issue or any separate approval of the shareholders of the Company) shall not exceed:
i.20 per cent. of the aggregate nominal amount of the Domestic Shares in issue; and
ii.20 per cent. of the aggregate nominal amount of the H Shares in issue, respectively, in each case as at the date of passing of this resolution; and
c.the Board will only exercise its power under the General Mandate in accordance with the
Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as each of them may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;
and, for the purposes of this resolution:
“Domestic Share(s)” mean ordinary domestic share(s) in the share capital of the Company which are subscribed and/or paid for in Renminbi;
“H Share(s)” mean overseas listed foreign invested shares (being ordinary shares) in the share capital of the Company which are subscribed and/or paid for in Hong Kong dollars or foreign currency other than Renminbi;
“Relevant Period” means the period from the date of passing this resolution until the earlier of: (a)the conclusion of the next annual general meeting of the Company following the passing of
this resolution, unless, by special resolution passed at that meeting, the mandate is renewed, either unconditionally or subject to conditions; or
(b)the expiry of the period within which the next annual general meeting is required by the
articles of association of the Company or any applicable law to be held; or
(c)the passing of a special resolution of the Company in a general meeting revoking or varying
the authority set out in this resolution;
“Rights Issue” means the allotment or issue of shares in the Company or other securities which would or might require shares to be allotted and issued pursuant to an offer made to all the shareholders of the Company (excluding, as the Board may decide, for such purpose any shareholder who is resident in a place where such offer is not permitted under the law or regulation of that place) entitled to such offer, pro rata (apart from fractional entitlements) to their then existing holdings of shares; and
(2)contingent on the Board resolving to exercise the General Mandate and/or issue shares pursuant to
paragraph (1) of this resolution, the Board be and is hereby authorised:
(a)to approve, execute and do, or procure to be executed and done all such documents, deeds and
matters which it may consider necessary in connection with the exercise of the General Mandate
and/or the issue of shares, including but not limited to the time, price, quantity and place for
such issue, to make all necessary applications to the relevant authorities, and to enter into
underwriting agreement(s) or any other agreement(s);
(b)to determine the use of proceeds and to make all necessary filings and registration with the
relevant authorities in the PRC, Hong Kong and/or any other places and jurisdictions (as
appropriate);
(c)to increase the registered capital of the Company and make all necessary amendments to the
articles of association of the Company to reflect such increase and to register the increased
capital with the relevant authorities in the PRC, Hong Kong and/or any other places and
jurisdictions (as appropriate) as so to reflect the new capital and/or share capital structure of
the Company.
12.“THAT:
a sum of RMB126,892,500 in the Company’s share premium account be converted into 253,785,000
shares of nominal value of RMB0.50 each. On the basis of the issued share capital of 507,570,000 shares as at the end of 2007, shareholders will be offered additional 5 ordinary shares for each 10 ordinary shares they hold and that the Board be and is hereby authorised:
(a)to approve, execute and do, or procure to be executed and done all such documents, deeds and
matters which it may consider necessary in connection with the issue of the issue of bonus shares,
including but not limited to the time and place for such issue, to make all necessary applications to
the relevant authorities, and to enter into any other agreement(s), if necessary;
(b)to make all necessary filings and registration with the relevant authorities in the PRC, Hong Kong
and/or any other places and jurisdictions (as appropriate);
(c)to increase the registered capital of the Company to reflect such increase and to register the increased
capital with the relevant authorities in the PRC, Hong Kong and/or any other places and jurisdictions
(as appropriate) as so to reflect the new capital and/or share capital structure of the Company.
13.“THAT:
upon the passing of a special resolution at each of the AGM and the respective class meetings for holders of domestic shares and H shares to approve the twelfth motion in this notice, the Board be authorized to make amendments to the articles of association of the Company based on the number of bonus shares that may be issued under the twelfth motion:
(a)Article 6 of the articles of association of the Company shall be deleted in their entirety and replaced
by the following:
“The Company convened the annual general meeting on 28 April 2008, in accordance with the
relevant requirements of the Company Law, Special Regulations, Mandatory Provisions for the
Articles of Association of Companies to be Listed Overseas (“Mandatory Provisions”) and other
laws and administrative regulations of the state to make amendments to the Existing Articles of
Association (“Existing Articles of Association”) and to formulate the Articles of Association of the
Company (“Articles of Association” or “this Articles of Association”). Unless otherwise required
by the Company Law or relevant laws and regulations, the articles to be included in this Articles of
Association in accordance with the requirements of Mandatory Provisions shall not be amended
nor cancelled.”
(b)Paragraph 1 and 2 of Article 21 of the articles of association of the Company shall be deleted in
their entirety and replaced by the following:
“Approved by the China Securities Regulatory Commission on 7 September 2006 and approved by
the Stock Exchange of Hong Kong Limited in late 2006, the Company issued 167,570,000 overseas-
listed foreign-invested shares, which were listed on the GEM board of the Stock Exchange of Hong
Kong Limited.
Upon completion of the issuance of overseas-listed foreign-invested shares and listing as mentioned
in the previous paragraph, the structure of the Company’s share capital is as follows: the total
number of ordinary shares is 507,570,000 shares, in which 272,000,000 shares representing 53.6%
of the issued share capital are held by Anhui Tianda Enterprises (Group) Company Limited
, the promoter; 68,000,000 domestic-invested shares representing 13.4%
of the issued share capital are held by Anhui Tianda Investment Company Limited
; and 167,570,000 foreign-invested shares representing 33.0% of the total share capital
of the Company are held by the shareholders of overseas-listed foreign-invested shares (H-shares).
On 28 April 2008, the Company was approved by the annual general meeting and the respective
class meetings on 28 April 2008 to increase the share capital by transfer of the Company’s capital
reserve.
Upon completion of increase in the share capital by transfer of the capital reserve as mentioned in
the previous paragraph, the structure of the Company’s share capital is as follows: the total number
of ordinary shares is 761,355,000 shares, in which 408,000,000 domestic-invested shares representing
53.6% of the issued share capital are held by Anhui Tianda Enterprises (Group) Company Limited
, the promoter; 102,000,000 domestic-invested shares
representing 13.4% of the issued share capital are held by Anhui Tianda Investment Company
Limited ; and 251,355,000 foreign-invested shares representing 33.0%
of the total share capital of the Company are held by the shareholders of overseas-listed foreign-
invested shares (H-shares).”
(c)Article 24 of the articles of association of the Company shall be deleted in their entirety and replaced
by the following:
“The registered capital of the Company was RMB170,000,000 at the time of its establishment.
Currently, the registered capital of the Company is RMB380,677,500. The Company shall apply
for change in its registration with the companies registration authority and report to the securities
regulatory authorities for filing when the Company adjusts its registered capital.”
14.“THAT subject to and conditional upon the obtaining of the approval from the CSRC regarding the
proposed Share Consolidation and the Proposed A Share Issue of A Shares of RMB1.00 each and the granting of approval by the Listing Committee for the listing of, and permission to deal in the Consolidated
H Shares, the Board is authorized to decide (by reference to the relevant law, rules and regulations and
the request of the Relevant Authorities) whether to effect the Share Consolidation on the following terms and conditions:
(a)every two (2) issued ordinary shares of RMB0.50 each in the share capital of the Company be
consolidated into one (1) share of RMB1.00 each (each a “Consolidated Share”), such Consolidated
Shares shall rank pari passu in all respects with each other;
(b)no fractional Consolidated Shares will be issued to the holders of the Domestic Shares and H
Shares and all fractions of the Consolidated H Shares to which holders of issued
H Shares of RMB1.00 each in the share capital of the Company would otherwise be entitled, if any,
shall be aggregated, and sold for the benefit of the Company; and
(c)the directors of the Company (the “Directors”) be and are hereby generally authorized to do all
such acts and things and execute such documents, including under the seal of the Company, where
applicable, as they consider necessary or expedient to give effect to the foregoing arrangements
(including application for and registration of the change in the structure of the registered share
capital of the Company).”
15A.“THAT the Proposed A Share Issue and each of the following proposed terms and conditions be and are hereby individually approved:
(1)Type of securities to be issued:RMB denominated ordinary shares.
(2)Number of A Shares to be issued:not more than 135 million shares of the Company of nominal
value RMB0.50 each or 67.5 million shares of nominal value
RMB1.00 each.
(3)Nominal value:RMB0.50 or RMB1.00 per share (depending on the approval of
the Relevant Authorities).
(4)Target subscribers:any natural persons and institutional investors with A share
accounts at Shanghai Stock Exchange or Shenzhen Stock
Exchange, (except those prohibited by the PRC laws and
regulations).
(5)Method of issue:the Proposed A Share Issue shall be conducted via placement
through offline offering to institutional investors if approved by
CSRC, placement through online subscription at the issue price
to individuals or institutional investors, or other method as
approved by CSRC.
(6)Stock Exchange where shares Shanghai Stock Exchange or Shenzhen Stock Exchange
are applied to list:in the PRC.
(7)Rights attached to A Share:the A Shares, except as otherwise provided for in the applicable
laws, rules and regulations and the Articles of Association, will
rank pari passu in all respects with the Domestic Shares and H
Shares. Once the A Share Issue is completed, both new and
existing Shareholders will be entitled to share the accumulated
retained earnings at the time of the issue of A Shares.
Fo r t h e avo i d a n c e o f d o u b t,t h e h o l d e r s o f t h e
A Shares will not be entitled to any dividends declared prior to
the issue of A Shares.
(8)Issue price and pricing process:The issue price will be determined on the basis of market
conditions and such other ways as approved by the Relevant
Authorities and/or the equivalent authorities in Hong Kong. The
final issue price and pricing process shall be determined by the
Board, as proposed to be authorised at the AGM.
(9)Issuance period:The issuance period shall be fixed by the Board and the lead
underwriter as confirmed in the approval granted by the CSRC.
(10)Validity period for implementing One year commencing from the date of passing of the resolution
issuance of additional relating to the proposed issue of A Shares at the AGM.
A Shares:
15B.“THAT subject to the passing of special resolution 15A above, the following terms and conditions in relation to the use of proceeds from the Proposed A Share Issue be and is hereby approved:
Use of proceeds:The proceeds from the Proposed A Share Issue is expected to be
utilised for the purpose of enhancing the advanced processing
of the Company’s products as well as expanding its market
network. Part of the proceeds will be used in the product research
and development area, technology improvement projects such
as energy saving and reduction of emission, as well as general
working capital (as the case may be).
The Board intends to apply the net proceeds from the Proposed
A Share Issue as follows:
—as to approximately RMB900 million for the
implementation of the threading and heat treatment
advanced processing projects with annual processing
capacity amounting to 300,000 tonnes for each of these
projects;
—as to approximately RMB110 million for the construction
of a storage center with annual distribution capacity up to
100,000 tonnes;
—as to approximately RMB20 million for product research
and development; and
—approximately RMB40 million for the implementation of
technology improvement projects such as energy saving
and reduction of emission.
The proceeds obtained from the Proposed A Share Issue (after
deducting the administrative costs in relation to the Proposed A
Share Issue) shall be used to facilitate the above mentioned
projects first. To the extent that the net proceeds from the
Proposed A Share Issue are higher than the above, the net
proceeds in excess of the amount required for the above projects
shall be used as general working capital. To the extent that the
net proceeds from the Proposed A Share Issue are not sufficient
to fund the uses set forth above, the Company shall fund the
balance through various means.
The Board is authorized to determine the use of the proceeds by
taking into account the actual funds raised and the circumstances
of each of the above-mentioned projects but subject to the
approval of the Relevant Authorities.
15C.“THAT subject to the passing of special resolution 15A above, the Proposed A Share Issue and the following terms and conditions in relation to the authorization to be given to the Board be and is hereby approved:
Authorisation given to the Board:the Board be and are hereby authorized with full power to take
all necessary actions and/or sign any documents/engage
professional advisers to implement the Proposed A Share Issue,
decide and progress matters relevant to the Proposed A Share
Issue including but not limited to the following matters:
(a)to deal with the issue and listing with respect to the
Proposed A Share Issue and other related application
procedures and other formalities (including but not limited
to the proposed listing of the A shares on the Shanghai
Stock Exchange or the Shenzhen Stock Exchange);
(b)to confirm the appropriate time of issue, manner of issue,
and to determine the issue price, par value of A Shares and
issue quantity according to the market conditions and in
compliance with the relevant regulations;
(c)to approve the application of the use of the net proceeds
from the Proposed A Share Issue subject to the approval
of the CSRC;
(d)to approve each of the documents and contracts relating to
the Proposed A Share Issue;
(e)to make appropriate and necessary amendments of the
relevant provisions of the Articles of Association and to
adopt the Procedural Rules of the Company in connection
with the Proposed A Share Issue;
(f)to deal with the registration procedures in respect of the
change in registered capital and the amendments of the
Articles of Association upon completion of the Proposed
A Share Issue;
(g)to deal with all procedures relating to the Proposed A Share
Issue according to laws including all the procedures that
are required to be followed under the laws, regulations and
listing rules of the places of listing of the Domestic and H
Shares by any of the executive directors of the Company.”
15D.“THAT such resolutions 15A, 15B and 15C will be effective for a period of 1 year from the date of approval at the AGM and the separate Class Meetings.”
16.“THAT the amendments of the Articles of Association of the Company in the form as set out in Appendix
1 to the Circular be and are hereby approved and such amendments shall take effect upon completion of
the Proposed A Share Issue, conditional upon obtaining any approval, endorsement or registration as may be necessary from the Relevant Authorities, and the Board be and are hereby authorized to deal with on behalf of the Company the relevant application, approval, registration, filing procedures and other related issues arising from the amendments of the Articles of Association; and the Directors be and are hereby authorized and empowered to make further amendments to the Articles of Association in order to fulfill any request that may be raised or made by the Relevant Authorities during the approval, endorsement and/or registration of the amendments of the Articles of Association.”
By Order of the Board
Anhui Tianda Oil Pipe Company Limited
Ye Shi Qu
Chairman
Anhui, the PRC, 12 March 2008
Notes:
(A)The Company’s register of members will be closed from 27 March 2008 to 28 April 2008 (both days inclusive),
during which period no transfer of Shares will be registered. Holders of Shares whose names appear on the register of members on 28 April 2008 will be entitled to attend and vote at the AGM and the relevant class meetings. In order to qualify to attend and vote at the AGM and the relevant class meetings, all instruments of transfer must be delivered to the Registrar of H Shares of the Company no later than 4:30 p.m. on 26 March 2008.
The address of the Hong Kong Registrar of H Shares is:
Computershare Hong Kong Investor Services Limited
Rooms 1712-1716,
17th Floor, Hopewell Centre,
183 Queen’s Road East,
Wanchai,
Hong Kong
(B)Holders of H Shares and Domestic Shares who intend to attend the AGM and the relevant class meetings must
return the completed and signed reply slip to the Office for the Secretary to the Board of the Company at least twenty days before the AGM, being 7 April 2008 by hand, by post or by facsimile.
Details of the Office for the Secretary to the Board of the Company is as follows:
Zhenxing Road
Tongcheng Town
Tianchang City
Anhui Province, PRC
Postal Code.: 239311
Contact person: Mr. Chen Dong
Telephone No.: (86) 550 7518 500
Facsimile No.: (86) 550 7511 023
(C)Holders of H Shares who has the right to attend and vote at the AGM are entitled to appoint one or more proxies
(whether or not a member) to attend and vote on his behalf at the AGM. For shareholders who appoint more than one proxy, those proxies can only exercise their voting rights by way of poll. Shareholders who intend to appoint one or more proxies should first read the Circular.
(D)The instrument appointing a proxy must be in writing under the hand of the appointee or his attorney duly authorised
in writing. In the event that such instrument is signed by an attorney of the appointer, the power of attorney authorising that attorney to sign or other documents of authorisation shall be notarised.
(E)To be valid, the form of proxy (and if the form of proxy is signed by a person under a power of attorney or other
authority on behalf of the appointer, then together with such power of attorney or other authority) must be deposited to the Registrar of H Shares of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17F., Hopewell Centre, 183 Queen’s Road East, Hong Kong, no later than 24 hours before the specified time for the holding of the AGM.
(F)Holders of Domestic Shares who has the right to attend and vote at the AGM are entitled to appoint one or more
proxies (whether or not a member) to attend and vote on his behalf. Notes (C) and (D) are also applicable for holders of Domestic Shares, but to be valid, the relevant proxy forms or other authorisation documents must be delivered to the Office for the Secretary to the Board of the Company at the address set out in Note (B) above
24 hours before the specified time for the holding of the AGM.
(G)If a proxy is appointed to attend the AGM on behalf of a shareholder, the proxy must produce his document and
the authorisation instrument with the date of issue and duly signed by the proxy or the legal representative. In the case of appointing a legal representative, such legal representative must produce his own identification document and the relevant identification document to identify his identity as the legal representative. If a shareholder appoints
a company other than its legal representative to attend the AGM, such representative must produce his own
identification document and the authorisation instrument bearing the company chop of the legal person shareholder duly authorised by its legal representative.
(H)The AGM together with the separate Class Meetings are expected to last for half a day, and shareholders attending
these meetings shall be responsible for their own travelling and accommodation expenses.
(I)As the Company is a PRC incorporated company and its official articles of association are in the Chinese language,
the proposed amendments to the Company’s articles of association set out in the English version of this notice are an unofficial English language translation (the “English Translation”) of the official proposed amendments in the Chinese language as set out in the Chinese version of this notice (the “Official Amendments”). Accordingly, in the event of any inconsistency between the English Translation and the Official Amendments, the Official Amendments shall prevail.
(J)Shareholders are reminded to read carefully details of the proposed Share Consolidation, the Proposed A Share Issue, proposed amendments of the Articles of Association, proposed adoption of the independent directors’ rules and the Procedural Rules as included in the Circular.
As at the date of this notice, the executive Directors are Ye Shi Qu, Zhang Hu Ming and Xie Yong Yang; the non-executive Directors are Zhang Jian Huai and Liu Peng; and the independentnon-executive Directors are Wu Chang Qi, Zhao Bin and Li Chi Chung.