康達國際環保有限公司 (Incorporated in the Cayman Islands with Limited Liability) (Stock Code: 6136)
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Kangda International Environmental Company Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. KANGDA INTERNATIONAL ENVIRONMENTAL COMPANY LIMITED 康達國際環保有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 6136) (1) CONTINUING CONNECTED TRANSACTIONS IN RELATION TO THE CONSTRUCTION SERVICES AGREEMENT; AND (2) NOTICE OF EXTRAORDINARY GENERAL MEETING Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders A letter from the Board is set out on pages 5 to 16 of this circular and a letter from the Independent Board Committee, containing its recommendation to the Independent Shareholders, is set out on pages 17 to 18 of this circular. A letter from the Independent Financial Adviser, Fortune Financial Capital Limited, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 19 to 34 of this circular. A notice of the EGM to be held at Suite 6409, 64/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 16 November 2020 (Monday) at 10:00 a.m., is set out on pages EGM-1 to EGM-3 of this circular. A proxy form for use by the shareholders of the Company at the EGM is enclosed with this circular. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the proxy form enclosed in accordance with the instructions printed thereon and return it to the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable but in any event not later than 48 hours before the time for holding the EGM or adjourned meeting (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM should you so wish. PRECAUTIONARY MEASURES FOR THE EXTRAORDINARY GENERAL MEETING Please see page 1 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including: . compulsory wearing of appropriate face masks for all participants . no distribution of corporate gifts or refreshments Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the venue of the EGM. The Company also encourages its shareholders to consider appointing the chairman of the meeting as its/his/her proxy to vote on the relevant resolutions at the EGM as an alternative to attending the meeting in person. Subject to the development of COVID-19, the Company may implement further changes and precautionary measures and may issue further announcement on such measures as appropriate. 30 October 2020 CONTENTS Page PRECAUTIONARY MEASURES FOR THE EGM ............................. 1 DEFINITIONS ................................................................. 2 LETTER FROM THE BOARD ................................................. 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE ................ 17 LETTER FROM FORTUNE FINANCIAL ...................................... 19 APPENDIX — GENERAL INFORMATION ................................ 35 NOTICE OF THE EGM ........................................................ EGM-1 – i – PRECAUTIONARY MEASURES FOR THE EGM In view of the current development of the Novel Coronavirus (‘‘COVID-19’’), the Company will implement the following measures at its extraordinary general meeting (‘‘EGM’’): (i) All participants (including Shareholders or their proxy) in the EGM are required to wear appropriate face masks at all times during their attendance. (ii) No refreshments will be served, and there will be no corporate gifts. Seating will be arranged to ensure adequate physical distancing between attendees in order to reduce person-to-person contact. To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the EGM venue or require any person to leave the EGM venue in order to ensure the safety of the attendees at the EGM. Although Shareholders are welcome to attend in person to vote at the EGM, the Company reminds all Shareholders that physical attendance in person at the EGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions inserted, Shareholders may appoint the Chairman of the EGM as their proxy to vote on the relevant resolutions at the EGM instead of attending in person. The Proxy Form will be despatched to Shareholders and can be downloaded from the websites of the Stock Exchange and the Company. – 1 – DEFINITIONS In this circular, unless the context otherwise requires, the following terms shall have the meanings set out below: ‘‘associate(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Board’’ the board of directors of the Company ‘‘China Water’’ China Water Affairs Group Limited, a company incorporated in the Cayman Islands and continued in Bermuda with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 855), being a substantial shareholder of the Company ‘‘China Water Group’’ China Water and its subsidiaries ‘‘Company’’ Kangda International Environmental Company Limited, a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange ‘‘connected person(s)’’ has the meaning ascribed to it under the Listing Rules ‘‘Construction Services the framework construction services agreement dated 25 Agreement’’ September 2020 entered into between Kangda Investment (Hong Kong) and Jiangxi Silver Dragon whereby Jiangxi Silver Dragon agreed to provide construction works and services for the wastewater treatment facilities of the subsidiaries of Kangda Investment (Hong Kong) through tender process ‘‘Director(s)’’ director(s) of the Company ‘‘EGM’’ an extraordinary general meeting of the Company proposed to be convened and held on Monday, 16 November 2020 for the Independent Shareholders to consider and, if deemed appropriate, approve, among other things, the entering into of the Construction Services Agreement and the transactions contemplated thereunder, and the Proposed Annual Caps ‘‘Group’’ the Company and its subsidiaries ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the PRC – 2 – DEFINITIONS ‘‘Independent Board the independent committee of the Board, comprising Mr. Committee’’ Chang Qing and Mr. Peng Yongzhen, being independent non-executive Directors of the Company, established for the purpose of, among other things, advising the Independent Shareholders in respect of the entering into of the Construction Services Agreement, the transactions contemplated thereunder and the Proposed Annual Caps ‘‘Independent Financial Fortune Financial Capital Limited, a licensed corporation Adviser’’ or ‘‘Fortune licensed to carry out Type 6 (advising on corporate finance) Financial’’ regulated activity as defined under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the entering into of the Construct Services Agreement, the transactions contemplated thereunder and the Proposed Annual Caps ‘‘Independent Shareholders’’ the Shareholders who are not required to abstain from voting under the Listing Rules at the EGM on the ordinary resolution for approving the Construction Services Agreement, the transactions contemplated thereunder and the Proposed Annual Caps ‘‘Independent Third Parties’’ persons or companies which are independent of and not connected with any Directors, chief executives, the substantial shareholders of the Company, and the directors and shareholders of any other members of the Group, and their respective associates ‘‘Jiangxi Silver Dragon’’ Jiangxi Silver Dragon Water Environment Construction Co., Ltd.* (江西銀龍水環境建設有限責任公司), a limited liability company established in the PRC and a non-wholly owned subsidiary of China Water ‘‘Kangda Investment Kangda Investment (Hong Kong) Company Limited (康達 (Hong Kong)’’ 投資(香港)有限公司), a company incorporated in Hong Kong with limited liability and an indirectly wholly-owned subsidiary of the Company ‘‘Latest Practicable Date’’ 23 October 2020, 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 of Hong Kong Limited – 3 – DEFINITIONS ‘‘PRC’’ the People’s Republic of China, which, for the purposes