TIDMGWIN
RNS Number : 5961C
Gowin New Energy Group Limited
16 October 2015
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to the action you should take, or the
contents of this document, you are recommended to seek your own
personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant, fund manager or other independent
financial adviser duly authorised and regulated under the Financial
Services and Markets Act 2000 (as amended) if you are in the United
Kingdom or, if not, from another appropriately authorised
independent financial adviser who specialises in advising on the
acquisition of shares and other securities.
Copies of this document are being sent to shareholders. If you
have sold or otherwise transferred all of your ordinary shares in
Gowin New Energy Group Limited, please send this document and any
accompanying documents or forms as soon as possible to the
purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected for delivery to the
purchaser or transferee. If you have sold or otherwise transferred
part only of your holding of ordinary shares in Gowin New Energy
Group Limited, you should retain this document and any accompanying
documents and forms and consult with the stockbroker, bank or other
agent through whom the sale or transfer was effected
immediately.
GOWIN NEW ENERGY GROUP LIMITED
(Incorporated in the Cayman Islands with company number
CT-276023)
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Annual General Meeting of the
shareholders of Gowin New Energy Group Limited (the "Company") will
be held at ShiLong-Gladden Hotel, GuanLong Road West Lake section,
ShiLong Town, DongGuan City, GuangDong Province, China on 9
November 2015 at 5.00 pm (Beijing time)/9.00 am (London time) to
consider and, if thought fit, pass the following resolutions, with
resolutions numbered 1, 2, 3, and 4 being proposed as ordinary
resolutions and resolution number 5 being proposed as a special
resolution.
Ordinary Resolutions
1. To receive and consider the audited financial statements of
the Company for the year ended 31 December 2014 together with the
directors' report and the auditors' report thereon.
2. To approve the re-appointment of PKF Littlejohn LLP as
auditors of the Company, and to authorise the directors to
determine the auditors' remuneration.
3. To approve the re-election of Cao Juping who retires as a
director in accordance with the Articles of Association of the
Company, and, being eligible, offers themself for re-election.
4. THAT, in accordance with and pursuant to Article 20 of the
articles of association of the Company (the "Articles of
Association"), the Directors be and are hereby generally and
unconditionally authorised to exercise all the powers of the
Company to allot Relevant Securities (as defined in Article 19 of
the Articles of Association) up to an aggregate nominal amount of
GBP5,542,878.24 provided that this authority shall, unless
previously revoked, varied or renewed by a resolution of the
Company at an Extraordinary General Meeting expire at the
conclusion of the next Annual General Meeting of the Company, save
that the Company may, before such expiry, make an offer or
agreement which would or might require Relevant Securities to be
allotted after such expiry and the Directors may allot Relevant
Securities in pursuance of such offer or agreement notwithstanding
that the authority conferred by this resolution has expired.
Special Resolution
5. THAT, subject to the passing of Resolution 4 above and in
accordance with and pursuant to Article 33 of the Articles of
Association, the Directors be and are hereby generally empowered to
allot Equity Securities (as defined in Article 28 of the Articles
of Association) pursuant to the authority conferred by Resolution 4
above, as if Article 29 of the Articles of Association did not
apply to any such allotment, provided that this power shall be
limited to the allotment of Equity Securities up to an aggregate
nominal amount of GBP5,542,878.24 and shall, unless previously
revoked, varied or renewed by a resolution of the Company at an
Extraordinary General Meeting expire at the conclusion of the next
Annual General Meeting of the Company, save that Company may,
before such expiry, make an offer or agreement which would or might
require Equity Securities to be allotted after such expiry and the
Directors may allot Equity Securities in pursuance of such offer or
agreement notwithstanding that the power conferred by this
resolution has expired.
Accompanying this Notice of Meeting are the Company's financial
statements.
By Order of the Board
Dr. Garry Willinge
Chairman
Date: 16 October 2015
Registered Office:
Cricket Square, Hutchins Drive, PO Box 2681
Grand Cayman KY1-1111 Cayman Islands
NOTES:
1. A Shareholder entitled to attend and vote at the meeting is
also entitled to appoint a proxy to attend, speak and vote instead
of him/her. A proxy need not be a Shareholder of the Company.
Appointment of a proxy will not preclude a Shareholder from
attending and voting in person at the meeting.
2. A Form of Proxy is enclosed for use by Shareholders. To be
effective, the Form of Proxy and any power of attorney or other
authority (if any) under which it is signed (or certified copy of
such power or authority) must be completed, signed and deposited at
the registrars' office, Capita Asset Services, PXS, The Registry,
34 Beckenham Road, Beckenham, Kent, BR3 4TU not later than 9.00 am
(London time) on 7 November 2015. In the case of a member which is
a corporation, the proxy form must be executed under its seal or
the hand of an officer, attorney or other person authorised to sign
the same.
3. Please indicate with a cross in the appropriate box how you
wish the proxy to vote. In the absence of any indication, the proxy
will exercise his/her discretion as to whether and how he/she
votes.
4. In the case of joint holders of a share, if two or more of
the joint owners are present in person or by proxy, the vote of the
senior who tenders a vote shall be accepted to the exclusion of the
votes of the other joint holders, and for this purpose seniority
shall be determined by the order in which the names stand in the
register of members of the Company in respect of the joint holding.
If only one is present in person or by proxy he may vote on behalf
of all joint owners.
5. The time by which a person must be entered on the register of
members of the Company in order to have the right to attend and
vote at the meeting is 9.00am (London time) on 7 November 2015
(being not more than 48 hours prior to the time fixed for the
meeting) or, if the meeting is adjourned, such time being not more
than 48 hours prior to the time fixed for the adjourned meeting.
Changes to entries on the register of members after that time will
be disregarded in determining the right of any person to attend or
vote at the meeting.
6. Any corporation which is a Shareholder can appoint one or
more corporate representatives who may exercise on its behalf all
of its powers as a Shareholder provided that they do not do so in
relation to the same shares.
7. Persons who are not Shareholders or their proxies or
corporate representatives will not be admitted to the meeting
unless prior arrangements are made with the Company.
8. A Form of Direction is enclosed for use by holders of
Depositary Interests representing Ordinary Shares. To be effective,
the Form of Direction for use at the meeting and the power of
attorney or other authority (if any) under which it is signed, or a
notarially or otherwise certified copy of such power or authority,
must be deposited with Capita Asset Services, The Registry, 34
Beckenham Road, Beckenham, Kent BR3 4TU by no later than 9.00am on
6 November 2015 (London time). Alternatively, Depositary Interests
may be voted through the CREST Proxy Voting Service in accordance
with the procedures set out in the CREST Manual. Instructions
should be transmitted so as to be received by no later than 9.00am
on 6 November 2015.
9. Depositary Interest holders wishing to attend the Annual
General Meeting should contact the Depositary at Capita IRG
Trustees Limited, The Registry, 34 Beckenham Road, Beckenham, Kent
BR3 4TU or by email: custodymgt@capita.co.uk by no later than 9.00
am on 6 November 2015.
10. All references to times in this notice are to London (UK)
time unless otherwise stated.
11. A copy of the Articles can be viewed on the Company's
website at www.gowinyichia.com.
GOWIN NEW ENERGY GROUP LIMITED
(Incorporated in the Cayman Islands with company number
CT-276023)
PROXY
I/We............................................................................................................................................................
of
...............................................................................................................................................................
being the holder of ordinary shares of GBP0.01 each of Gowin New
Energy Group Limited (the "Company") hereby appoint the Chairman of
the Meeting, OR
Name of proxy:
(MORE TO FOLLOW) Dow Jones Newswires
October 16, 2015 12:19 ET (16:19 GMT)
as my/our proxy to vote on my/our behalf at the Annual General
Meeting to be held at 5.00 pm (Beijing time)/9.00 am (London time)
on 9 November 2015 at ShiLong-Gladden Hotel, GuanLong Road West
Lake section, ShiLong Town, DongGuan City, GuangDong Province,
China and at any adjournment thereof, in the following manner:
Ordinary Resolutions For Against Withheld
1. To receive and consider financial
statements of the Company
---- -------- ---------
2. To approve re-appointment of
the auditors of the Company
---- -------- ---------
3. To approve the re-election
of directors
---- -------- ---------
4. To authorise the Directors
to allot Relevant Securities up
to an aggregate nominal amount
of GBP5,542,878.24.
---- -------- ---------
Special Resolution For Against Withheld
---- -------- ---------
5. Subject to the passing of Resolution
4, to empower the Directors to
allot Equity Securities pursuant
to the authority conferred by
Resolution 4, as if Article 29
of the Articles of Association
of the Company did not apply to
any such allotment, provided that
the power shall be limited to
the allotment of Equity Securities
up to an aggregate nominal amount
of GBP5,542,878.24.
---- -------- ---------
Signed
.................................................................this
......... day of ..................................... 2015
NOTES:
1. As a member of the Company you are entitled to appoint a
proxy to exercise your rights to attend, speak and vote instead of
you at a general meeting of the Company.
2. To be effective, this proxy form and any power of attorney or
other authority (if any) under which it is signed (or certified
copy of such power or authority) must be completed, signed and
deposited with Capita Asset Services, PXS, 34 Beckenham Road,
Beckenham, BR3 4TU, United Kingdom not later than 9.00 am (London
time) on 7 November 2015). In the case of a member which is a
corporation, the proxy form must be executed under its seal or
under the hand of an officer, attorney or other person authorised
to sign the same.
3. Appointment of a proxy does not preclude you from attending
the meeting and voting in person. If you have appointed a proxy and
attend the meeting in person, your proxy appointment will
automatically be terminated.
4. If you wish to appoint a proxy other than the Chairman of the
meeting, write the full name and address of your proxy in the box
provided. If you wish your proxy to make comments on your behalf
you will need to appoint someone other than the Chairman and give
them relevant instructions directly. A proxy need not be a member
of the Company.
5. If you are holding more than one share in the Company, you
may appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not appoint
more than one proxy to exercise rights attached to any one share.
To appoint more than one proxy you may photocopy this form. Please
indicate the proxy holder's name and the number of shares in
relation to which they are authorised to act as your proxy (which,
in aggregate, should not exceed the number of shares held by you).
Please also indicate if the proxy instruction is one of multiple
instructions being given. All forms must be signed and should be
returned together in the same envelope.
6. To direct your proxy how to vote on the resolutions mark the
appropriate box with an 'X'. To abstain from voting on the
resolutions, select the relevant vote "Withheld" box. If you
abstain from voting, the vote will not be counted in the
calculation of votes for or against the resolutions. If no voting
indication is given, your proxy will vote or abstain from voting at
his or her discretion. Your proxy will vote (or abstain from
voting) as he or she thinks fit in relation to any other matter
which is put properly before the meeting.
7. In the case of a member which is a corporation, this proxy
form must be executed under its seal or under the hand of an
officer, attorney or other person authorised to sign the same.
8. Any power of attorney or any other authority under which this
proxy form is signed (or a certified copy of such power or
authority) must be included with the proxy form.
9. In the case of joint holders, where more than one of the
joint holders purports to appoint a proxy, only the appointment
submitted by the most senior holder will be accepted. Seniority is
determined by the order in which the names of the joint holders
appear in the Company's register of members in respect of the joint
holding (the first-named being the most senior).
10. If you submit more than one valid proxy appointment, the
appointment received last before the latest time for the receipt of
proxies will take precedence.
11. If you wish to change your proxy instructions or revoke your
proxy appointment please refer to the articles of associations of
the Company.
12. Only members whose names appear on the register of members
of the Company as at 5.00pm (Beijing time)/9:00am (London time) on
7 November 2015 will be entitled to notice of and to vote at the
meeting.
GOWIN NEW ENERGY GROUP LIMITED
(Incorporated in the Cayman Islands with company number
CT-276023)
("Issuer Company")
Form of Direction
Form of Direction for completion by holders of Depository
Interests representing shares on a 1 for 1 basis in the Issuer
Company in respect of the Annual General Meeting to be held at 5.00
pm (Beijing time)/9.00 am (London time) on 9 November 2015 at
ShiLong-Gladden Hotel, GuanLong Road West Lake section, ShiLong
Town, DongGuan City, GuangDong Province, China for the purpose of
conducting the business of the meeting as itemised.
I/We............................................................................................................................................................
Please insert full name(s) and address(es) in BLOCK CAPITALS
of................................................................................................................................................................
being a holder of Depository Interests representing shares in
the Issuer Company hereby appoint Capita IRG Trustees Limited
("Depository") as my/our proxy to vote for me/us and on my/our
behalf at the Annual General Meeting of the Issuer Company to be
held on the above date (and at any adjournment thereof) as directed
by an X in the spaces below.
Ordinary Resolutions For Against Withheld
1. To receive and consider financial
statements of the Company
---- -------- ---------
2. To approve re-appointment of
the auditors of the Company
---- -------- ---------
3. To approve the re-election
of directors
---- -------- ---------
4. To authorise the Directors
to allot Relevant Securities up
to an aggregate nominal amount
of GBP5,542,878.24.
---- -------- ---------
Special Resolution For Against Withheld
---- -------- ---------
5. Subject to the passing of Resolution
4, to empower the Directors to
allot Equity Securities pursuant
to the authority conferred by
Resolution 4, as if Article 29
of the Articles of Association
of the Company did not apply to
any such allotment, provided that
the power shall be limited to
the allotment of Equity Securities
up to an aggregate nominal amount
of GBP5,542,878.24.
---- -------- ---------
Signature
....................................................................................Date........................................................................
NOTES:
1. To be effective, this Form of Direction and the power of
attorney or other authority (if any) under which it is signed, or a
notarially or otherwise certified copy of such power or authority,
must be deposited at Capita Asset Services, PXS, 34 Beckenham Road,
Beckenham BR3 4TU, United Kingdom no later than 9.00 am (London
time) on 6 November 2015.
2. Any alterations made to this Form of Direction should be initialled.
3. In the case of a corporation this Form of Direction should be
given under its Common Seal or under the hand of an officer or
attorney duly authorised in writing.
4. Please indicate how you wish your votes to be cast by placing
"X" in the box provided. On receipt of this form duly signed, you
will be deemed to have authorised the Depository to vote, or to
abstain from voting, as per your instructions. If no voting
instruction is indicated, you will be deemed to have instructed the
Depository to abstain from voting on the specified resolution.
5. The Depository will appoint the Chairman of the meeting as
its proxy to cast your votes. The Chairman may also vote or abstain
from voting as he or she thinks fit on any other resolution
(including amendments to resolutions) which may properly come
before the meeting.
6. The 'Vote Withheld' option is provided to enable you to
abstain from voting on the resolutions. However, it should be noted
that a 'Vote Withheld' is not a vote in law and will not be counted
in the calculation of the proportion of the votes 'For' and
'Against' a resolution.
7. Depository Interests may be voted through the CREST Proxy
Voting Service in accordance with the procedures set out in the
CREST manual.
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October 16, 2015 12:19 ET (16:19 GMT)
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