Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司
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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 to be taken, 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 otherwise transferred all your shares in Zhengzhou Coal Mining Machinery Group Company Limited, you should at once hand this circular and the enclosed form of proxy and reply slip to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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. Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司 (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00564) ELECTION OF DIRECTORS FOR THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY ELECTION OF SUPERVISORS REPRESENTING SHAREHOLDERS FOR THE THIRD SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY EXTENSION OF GUARANTEE GRANTED FOR A WHOLLY-OWNED SUBSIDIARY IN HONG KONG AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 Zhengzhou Coal Mining Machinery Group Company Limited will convene the EGM at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:30 a.m. on Tuesday, 10 February 2015. Notice of the EGM is set out in this circular. Reply slip and form of proxy for the use at the EGM are enclosed and also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.zzmj.com). If you intend to attend the EGM in person or by proxy, please complete the enclosed reply slip in accordance with the instructions printed thereon and return the same on or before Wednesday, 21 January 2015 by personal delivery, mail or facsimile, to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Any Shareholder who intends to appoint a proxy to attend the EGM shall complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s H Share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time fixed for holding such meeting or (if appropriate) any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the EGM and voting in person if you so wish. 24 December 2014 CONTENTS Page Definitions ........................................................ 1 Letter from the Board ................................................ 3 Notice of First Extraordinary General Meeting of 2015 ..................... 18 DEFINITIONS In this circular, the following expressions shall have the following meanings unless the context otherwise requires: “EGM” the extraordinary general meeting of the Company to be held at Convention Centre of Zhengzhou Coal Mining Machinery Group Company Limited, No. 167, 9th Street, Econ-Tech Development Zone, Zhengzhou, Henan Province, the PRC at 9:30 a.m. on Tuesday, 10 February 2015 or any adjournment thereof “Articles of Association” the Articles of Association of Zhengzhou Coal Mining Machinery Group Company Limited “A Share(s) “ domestic ordinary share(s) with a par value of RMB1.00 each issued by the Company which are subscribed for by domestic investors and are listed for trading on the Shanghai Stock Exchange (stock code: 601717) “A Shareholder(s) “ holder(s) of A Share(s) “Board” the board of directors of the Company “Company” Zhengzhou Coal Mining Machinery Group Company Limited (鄭州煤礦機械集團股份有限公司), a joint stock company incorporated in the PRC with limited liability whose H Shares and A Shares are listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange respectively “CSRC” China Securities Regulatory Commission (中國證券監 督管理委員會) “Group” the Company and its subsidiaries “HK$” or “HK dollars” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Hong Kong Stock Exchange” The Stock Exchange of Hong Kong Limited –1– DEFINITIONS “H Share(s)” overseas listed foreign invested share(s) with a par value of RMB1.00 each in the share capital of the Company, which are listed on the Hong Kong Stock Exchange (stock code: 00564) and are subscribed for in HK dollars “H Shareholder(s)” holder(s) of H Share(s) “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited “PRC” the People’s Republic of China, but for the purposes of this circular only, excluding Hong Kong, Macau Special Administrative Region and Taiwan “RMB” or “Renminbi” Renminbi, the lawful currency of the PRC “Share(s)” the ordinary share(s) of the Company, including A Share(s) and H Share(s) “Shareholder(s)” holder(s) of the Share(s) “Supervisory Board” the board of supervisors of the Company “ZMJ Hong Kong” ZMJ International Trading (Hong Kong) Co., Limited –2– LETTER FROM THE BOARD Zhengzhou Coal Mining Machinery Group Company Limited 鄭州煤礦機械集團股份有限公司 (A joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 00564) Members of the Board Legal Address Executive Directors: No. 105, Huashan Road Mr. JIAO Chengyao Zhengzhou, Henan Province Mr. SHAO Chunsheng PRC Mr. XIANG Jiayu Mr. FU Zugang Principal Place of Business in Mr. WANG Xinying Hong Kong 18/F, Tesbury Centre, Independent Non-executive Directors: 28 Queen’s Road East, Mr.LIBin Wanchai, Mr. GAO Guoan Hong Kong Mr. LUO Jiamang Ms. LIU Yao 24 December 2014 To the Shareholders Dear Sir or Madam, ELECTION OF DIRECTORS FOR THE THIRD SESSION OF THE BOARD OF DIRECTORS OF THE COMPANY ELECTION OF SUPERVISORS REPRESENTING SHAREHOLDERS FOR THE THIRD SESSION OF THE BOARD OF SUPERVISORS OF THE COMPANY EXTENSION OF GUARANTEE GRANTED FOR A WHOLLY-OWNED SUBSIDIARY IN HONG KONG AND NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2015 INTRODUCTION The purpose of this circular is to provide you with the Notice of the First Extraordinary General Meeting of 2015 and, among others, other information, so as to –3– LETTER FROM THE BOARD enable you to make an informed decision as to whether to vote for or against the following resolutions to be proposed at the EGM: 1. To consider and approve the resolution regarding the election of directors for the third session of the Board of the Company, with the following items to be voted upon separately: 1.1 To consider and approve to elect Jiao Chengyao as an executive director for the third session of the Board of the Company 1.2 To consider and approve to elect Xiang Jiayu as an executive director for the third session of the Board of the Company 1.3 To consider and approve to elect Wang Xinying as an executive director for the third session of the Board of the Company 1.4 To consider and approve to elect Guo Haofeng as an executive director for the third session of the Board of the Company 1.5 To consider and approve to elect Liu Qiang as an executive director for the third session of the Board of the Company 1.6 To consider and approve to elect Liu Yao as an independent non-executive director for the third session of the Board of the Company 1.7 To consider and approve to elect Jiang Hua as an independent non-executive director for the third session of the Board of the Company 1.8 To consider and approve to elect Li Xudong as an independent non-executive director for the third session of the Board of the Company 1.9 To consider and approve to elect Wu Guangming as an independent non-executive director for the third session of the Board of the Company 2. To consider and approve the resolution regarding the election of supervisors representing Shareholders for the third session of the Supervisory Board, with the following items to be voted upon separately: 2.1 To consider and approve to elect Li Chongqing as a supervisor representing Shareholders for the third session of the Supervisory Board 2.2 To consider and approve to elect Zhang Zhiqiang as a supervisor representing Shareholders for the third session of the Supervisory Board 2.3 To consider and approve to elect Zhou Rong as a supervisor representing Shareholders for the third session of the Supervisory Board 2.4 To consider and approve to elect Liu Fuying as a supervisor representing Shareholders for the third session of the Supervisory Board 3. To consider and approve the resolution regarding the extension of the guarantee granted for a wholly-owned subsidiary in Hong Kong 1. To elect directors for the third session of the Board of the Company Pursuant to the relevant requirements of the Company Law of the People’s Republic of China and the Articles of Association, after due consideration of the fact that the term of office of the second session of the Board of the Company will expire on 10 February 2015, and to meet the future needs for the Company’s development, it is proposed, as –4– LETTER FROM THE BOARD recommended and agreed upon by the State-owned Assets Supervision and Administration Commission of Henan Provincial People’s Government (the Company’s controlling Shareholder and largest shareholder, holding approximately 32.14% of the issued share capital of the Company), that the following persons be nominated as candidates for directorships for the third session of the Board of the Company: Executive Directors: Jiao Chengyao, Xiang Jiayu, Wang Xinying, Guo Haofeng, Liu Qiang; Independent Non-executive Directors: Liu Yao, Jiang Hua, Li Xudong, Wu Guangming.