PDF《中国节能海东青新材料集团有限公司》

If you are in doubt as to any aspect of this circular, you should consult your stockbroker or other licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in CECEP COSTIN New Materials Group Limited, you should at once hand this circular and accompanying form of proxy to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser. 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular. CECEP COSTIN NEW MATERIALS GROUP LIMITED 中国节能海东青新材料集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2228) PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING A notice convening the extraordinary general meeting (the EGM ) of CECEP COSTIN New Materials Group Limited to be held at Suites 2703-04, 27th Floor, Tower 6, The Gateway, Harbour City, Kowloon, Hong Kong on Friday,

7 August

2015 at 11:00 a.m. is set out on pages

13 to

16 of this circular. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy to the Company'

s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre,

183 Queen'

s Road East, Wanchai, Hong Kong, in accordance with the instructions printed thereon not less than

48 hours before the time appointed for holding the EGM. The return of the form of proxy will not preclude you from attending and voting in person at the EGM if you so wish.

17 July

2015 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION R11.20 A1B(1) R13.51A Page Definitions

1 Expected timetable

3 Letter from the Board of Directors

4 Appendix C Particulars of Directors for re-election

11 Notice of extraordinary general meeting

13 - i - CONTENTS In this circular, unless the context otherwise requires, the following terms shall have the following meanings: Articles the articles of association of the Company, as amended or modified from time to time Board the board of Directors from time to time Bonus Issue the proposed allotment and issue of Bonus Shares on the basis of two Bonus Shares for every one existing Share held by the Qualifying Shareholders Bonus Shares the new Shares to be issued under the Bonus Issue CCASS Central Clearing and Settlement System established and operated by HKSCC Company CECEP COSTIN New Materials Group Limited, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange Directors the directors of the Company from time to time EGM the extraordinary general meeting of the Company to be convened and held to approve, inter alia, the Bonus Issue, the increase in authorised share capital of the Company and the re-election of Directors Excepted Shareholders Overseas Shareholders who are excluded from the Bonus Issue and as defined and more particularly described in the section headed Overseas Shareholders in this circular Group the Company and its subsidiaries HKSCC Hong Kong Securities Clearing Company Limited HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People'

s Republic of China Latest Practicable Date

15 July 2015, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular Listing Committee the listing committee of the Stock Exchange -

1 - DEFINITIONS Listing Rules The Rules Governing the Listing of Securities on the Stock Exchange Overseas Shareholders holders of Shares whose addresses as shown on the Register of Members on the Record Date are outside Hong Kong Qualifying Shareholders holders of Shares, not being Excepted Shareholders, who are entitled to the Bonus Issue Record Date Friday,

14 August 2015, being the record date for determination of entitlements to the Bonus Issue Register of Members the principal or branch register of members of the Company maintained in Cayman Islands or Hong Kong, respectively Registrar Computershare Hong Kong Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company Shareholder(s) holders of the Shares from time to time Shares ordinary share(s) of par value HK$0.10 each in the share capital of the Company Stock Exchange The Stock Exchange of Hong Kong Limited % per cent. -

2 - DEFINITIONS Set out below is the expected timetable of the Bonus Issue and the change in board lot size: Date (2015) Despatch of circular and notice of the EGM Friday,

17 July Latest time for lodging transfer of Shares for registration in order to be entitled to attend EGM 4:30 p.m. on Tuesday,

4 August Latest time to return form of proxy for the EGM 11:00 a.m. on Wednesday,

5 August Closure of Register of Members Wednesday,

5 August C Friday,

7 August (both days inclusive) Date and time of EGM 11:00 a.m. on Friday,

7 August Publication of poll results announcement of EGM Friday,

7 August Last day of dealings in Shares cum-entitlements to the Bonus Shares Monday,

10 August First day of dealings in Shares ex-entitlements to the Bonus Shares Tuesday,

11 August Latest time for lodging transfers of Shares for registration in order to qualify for the Bonus Issue 4:30 p.m. on Wednesday,

12 August Closure of Register of Members Thursday,

13 August C Friday,

14 August (both days inclusive) Record Date for determination of entitlement to the Bonus Shares Friday,

14 August Register of Members re-opens Monday,

17 August Certificates for the Bonus Shares expected to be dispatched on or before Friday,

21 August Dealings in Bonus Shares commence 9:00 a.m. on Monday,

24 August Effective date of change of board lot size from 1,000 Shares to 3,000 Shares 9:00 a.m. on Monday,

24 August Note: All times refer to Hong Kong local time in this circular. Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate. -

3 - EXPECTED TIMETABLE A1B(16) A1B(14) CECEP COSTIN NEW MATERIALS GROUP LIMITED 中国节能海东青新材料集团有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 2228) Executive Directors: Mr. Wang Li (Co-Chairman) Mr. Chim Wai Kong (Co-Chairman) Mr. Chim Wai Shing Jackson (Chief Executive Officer) Mr. Xue Mangmang Non-executive Directors: Mr. Yang Yihua Ms. Ma Yun Independent Non-executive Directors: Mr. Feng Xue Ben Mr. Wong Siu Hong Mr. Xu Qinghua Registered office: Scotia Centre, 4th Floor P.O. Box

2804 George Town Grand Cayman KY1-1112 Cayman Islands Head office and principal place of business in Hong Kong: Suites 2703-04 27th Floor, Tower

6 The Gateway Harbour City Kowloon

17 July

2015 To the Shareholders Dear Sir or Madam, PROPOSED BONUS ISSUE OF SHARES CHANGE IN BOARD LOT SIZE PROPOSED INCREASE IN AUTHORISED SHARE CAPITAL RE-ELECTION OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING INTRODUCTION Reference is made to the announcement of the Company dated

25 June

2015 in respect of the proposed Bonus Issue, change in board lot size and proposed increase in authorised share capital of the Company. Reference is also made to the announcements of the Company dated

1 June

2015 and

30 June

2015 in respect of, inter alia, the appointment of Ms. Ma Yun as non-executive Director and the appointment of Mr. Wang Li as executive Director and co-chairman of the Company, respectively. -

4 - LETTER FROM THE BOARD OF DIRECTORS R2.14 The purpose of this circular is to provide you with information about, among other things, (i) the proposed Bonus Issue;

(ii) the change in board lot size;

(iii) the proposed increase in authorised share capital of the Company;

and (iv) the re-election of each of Mr. Wang Li and Ms. Ma Yun as directors of the Company and authorising the Directors to fix their remuneration, and to give you the notice of the EGM. PROPOSED BONUS ISSUE Basis of Bonus Issue Subject to the conditions as set out under the section headed Conditions of Bonus Issue below, the Bonus Issue is proposed to be made on the basis of two Bonus Shares for every one existing Share held on the Record Date by the Qualifying Shareholders. On the basis of 776,422,000 existing Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be issued, repurchased or reduced before the Record Date, it is anticipated that 1,552,844,000 Bonus Shares will be issued under the Bonus Issue. After the completion of the Bonus Issue, there will be a total of 2,329,266,000 Shares in issue as enlarged by the Bonus Issue. The Bonus Shares will be credited as fully paid at par by way of capitalisation of an amount of HK$155,284,400 (or such other sum as may be necessary to give effect to the Bonus Issue) standing to the credit of the share premium account of the Company. As at the Latest Practicable Date, the Company........