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NOMINATION NOTICE AND REQUISITION NOTICE FROM A SHAREHOLDER

2024-06-27 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement 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 announcement.CHINA EVERGRANDE NEW ENERGY VEHICLE GROUP LIMITED中国恒大新能源汽车集团有限公司 (a company incorporated in Hong Kong with limited liability) (Stock Code: 708) NOMINATION NOTICE AND REQUISITION NOTICE FROM A SHAREHOLDER This announcement is made by the board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of China Evergrande New Energy Vehicle Group Limited (the ‘‘Company’’) pursuant to Rules 13.09 and 13.70 of the Rules Governing the Listing of Securities (the ‘‘Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). (1) NOMINATION NOTICE On 20 June 2024 the Company has received a notice (the ‘‘Nomination Notice’’) from Evergrande Health Industry Holdings Limited (‘‘Evergrande Health’’) a shareholder of the Company controlled by the liquidators of China Evergrande Group (in liquidation) which holds 6219500000 Shares (representing approximately 57.36% of the total issued Shares as at the date of this announcement) pursuant to Article 78(2)(b) of the Articles of Association of the Company (the ‘‘Articles’’) proposing ordinary resolutions at the annual general meeting of the Company to be held on Friday 28 June 2024 (the ‘‘AGM’’) to appoint (the ‘‘Proposed Appointments’’) (i) Mr. Clifford Wai Hong Choi (‘‘Mr. Choi’’) as an executive Director; (ii) Mr. Vincent Gar-Gene Leung (‘‘Mr. Leung’’) as an independent non-executive Director; and (iii) Mr. Kenan Wang (‘‘Mr.Wang’’ together with Mr. Choi and Mr. Leung the ‘‘Director Nominees’’) as an independent non-executive Director. (2) REQUISITION NOTICE On 24 June 2024 the Company has received a further notice (the ‘‘Requisition Notice’’) from Evergrande Health which is controlled by the liquidators of China Evergrande Group (in liquidation). Pursuant to Article 48(3) of the Articles and section 566(2) of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) (the ‘‘Companies Ordinance’’) Evergrande Health being a shareholder of the Company with at least 5% of the total voting rights of all the – 1 –members having a right to vote at general meetings requested the Board to immediately call a general meeting and to hold a general meeting within the time stipulated under section 567 of the Companies Ordinance in order to consider and if thought fit pass the ordinary resolutions in relation to (i) the Proposed Appointments and (ii) the removal of Mr. Liu Yongzhuo and Mr. Qin Liyong as executive Directors and any position they hold in the Company with immediate effect.It is stated in the Requisition Notice that if the Board exercises its general powers under article 80 of the Articles to appoint the Director Nominees as Directors after the AGM the Requisition Notice in respect of the part concerning the Proposed Appointments would be automatically revoked.The Board is considering and seeking advice as to the appropriate course of action regarding the Nomination Notice and the Requisition Notice. The Company will issue further announcement(s) notice(s) and circular(s) as and when appropriate in accordance with the Listing Rules the Articles and applicable laws and regulations. (3) BIOGRAPHICAL DETAILS OF THE DIRECTOR NOMINEES PROVIDED BY EVERGRANDE HEALTH According to the information provided by Evergrande Health the biographic details of the Director Nominees are set out below. Shareholders of the Company should note that such biographical details have been reproduced from the Nomination Notice. The Board has not verified the biographical details of the Director Nominees and the Board is not in a position to comment on whether there is any matter regarding the Proposed Appointment that needs to be brought to the attention of the shareholders of the Company pursuant to Rule 13.51(2) of the Listing Rules.Mr. Choi Wai Hong Clifford (蔡伟康) Mr. Choi aged 66 obtained a degree of Bachelor of Arts in Economic and Social Studies from The Victoria University of Manchester United Kingdom (currently known as The University of Manchester) in 1982. Mr. Choi is a member of (i) The Hong Kong Institute of Certified Public Accountants; (ii) The Institute of Chartered Accountants in England and Wales; (iii) The Association of Chartered Certified Accountants; and (iv) The Taxation Institute of Hong Kong. Mr.Choi currently holds the Hong Kong Institute of Certified Public Accountants Practising Certificate.Mr. Choi joined Price Waterhouse (currently known as PricewaterhouseCoopers) in Hong Kong in January 1983 and departed in July 1992 with his last position as manager. He was subsequently a general manager in DCH MSC (China) Limited NHK Distribution Company Limited and Porsche Centre Hangzhou from July 1992 to June 1999 July 1999 to December 2003 and January 2004 to August 2012 respectively. He then joined Princess Yacht Southern China Limited as a chief executive officer from September 2012 to November 2012 and later on as a director in the NHK Yacht Services division of NHK Distribution Company Limited from December 2012 to August 2017. Mr. Choi then joined Beijing Glory Star Centre Automotive Sales and Service Company – 2 –Limited (北京极光星徽汽车销售服务有限公司) as its general manager from September 2017 to January 2018. He was an executive director of Arta TechFin Corporation Limited (formerly known as Freeman FinTech Corporation Limited) (‘‘Freeman FinTech’’) (listed on the Stock Exchange stock code: 279) from November 2020 to October 2021 and an independent non-executive director of South Shore Holdings Limited (In Liquidation) (‘‘South Shore’’) (delisted from the Stock Exchange in February 2023 stock code: 577) from May 2021 to June 2023 a non-executive director of Silk Road Logistics Holdings Limited (delisted from the Stock Exchange in April 2024 stock code: 988) from June 2021 to December 2021 an independent non-executive director of DreamEast Group Limited (listed on the Stock Exchange stock code: 593) from December 2021 to January 2024 and an independent non-executive director of EcoGreen International Group Limited (listed on the Stock Exchange stock code: 2341) from November 2022 to January 2024. Mr. Choi is currently a non-executive director of Xinming China Holdings Limited (listed on the Stock Exchange stock code: 2699) and a non-executive director of C&D Newin Paper & Pulp Corporation Limited (formerly known as Samson Paper Holdings Limited) (listed on the Stock Exchange stock code: 731). Mr. Choi is currently an independent non-executive director of Jiayuan International Group Limited (listed on the Stock Exchange stock code: 2768).Mr. Choi confirms that he was appointed as executive director of Freeman FinTech and independent non-executive director of South Shore to assist on the implementation of the restructuring plan with an aim to turnaround the companies from the distressed position and was appointed as executive director of Freeman FinTech only after the appointment of provisional liquidators. Mr. Choi informed the Company that there was no wrongful act or mismanagement on his part leading to the provisional liquidation or liquidation of these companies.As at the date of the Nomination Notice Mr. Choi does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (‘‘SFO’’). Save as disclosed above Mr. Choi (i) did not hold any directorship in other listed companies in Hong Kong or overseas in the past three years; (ii)does not hold any other positions within the Company and other members of the Group; (iii) does not have any relationship with any directors senior management or substantial or controlling shareholders of the Company.Save as disclosed above Mr. Choi confirmed that there is no other information in respect of his proposed appointment as an executive director which needs to be brought to the attention of the shareholders of the Company or required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules. Leung Gar-gene Vincent (梁家进) Mr. Leung aged 38 is an experienced finance and accounting professional. He is currently a director of Gemcoast Limited a private company in Hong Kong principally engaged in providing financial consultancy services to its clients. He is a member of Chartered Accountants in Australia and New Zealand and is a member of its Hong Kong Council. He is also a licensed person to carry on Type 9 (asset management) regulated activity under the SFO since July 2019.– 3 –Since March 2023 Mr. Leung has been and continuous to serve as an independent non-executive director of GBA Holdings Limited (a company listed on the Stock Exchange with stock code 261). Since November 2017 Mr. Leung has been and continues to serve as an independent non- executive director of Prosperous Printing Company Limited (a company listed on the Stock Exchange with stock code 8385). Previously Mr. Leung was an independent non-executive director of Samson Paper Holdings Limited (a company listed on the Stock Exchange with stock code 731) from July 2020 to January 2022.As at the date of the Nomination Notice Mr. Leung does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above Mr. Leung (i) did not hold any directorship in other listed companies in Hong Kong or overseas in the past three years; (ii) does not hold any other positions within the Company and other members of the Group; (iii) does not have any relationship with any directors senior management or substantial or controlling shareholders of the Company.Mr. Leung has confirmed his independence in accordance with Rule 3.13 of the Listing Rules.Save as disclosed above Mr. Leung confirmed that there is no other information in respect of his proposed appointment as an independent non-executive director which needs to be brought to the attention of the shareholders of the Company or required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.Kenan Wang (王克楠) Mr. Wang aged 48 is a practicing lawyer in the People’s Republic of China and he obtained a bachelor degree of economic law from Beijing Institute of Technology (北京理工大学) in 1999 and a master of laws degree from the Graduate School of China University of Political Science and Law (中国政法大学研究生院) in 2002.Mr. Wang has nearly twenty years of experience working in financial and investment management institutions mainly engaged in troubled debt investment financial institution restructuring and mergers and acquisitions and special opportunities investment. Mr. Wang joined China Cinda Asset Management Co. Ltd. (中国信达资产管理股份有限公司) and took various roles including business manager of the legal affairs department business manager manager and senior deputy manager of the market development department senior deputy manager of the investment and financing management department senior deputy manager senior manager and assistant general manager of the investment and financing business department from 2002 to 2014. He later joined China Cinda (Hong Kong) Holdings Co. Ltd (中国信达(香港)控股有限公司) as assistant to the general manager and deputy general manager from 2014 to 2017. Since 2017 Mr. Wang served as and is currently the Managing Director of the Direct Investment Department of CITIC Capital Holdings Limited (中信资本控股有限公司).– 4 –Mr. Wang was a director at Bank of Xi’an Co. Ltd. (西安银行股份有限公司) (a company listed on the Shanghai Stock Exchange with stock code 600928) from 2010 to 2017 a director of China Agricultural Industry Development Fund Co. Ltd. (中国农业产业发展基金有限公司) from 2012 to 2015 and a director of China Cinda (HK) Asset Management Co. Limited (中国信达(香港)资产 管理公司) from 2014 to 2017.As at the date of the Nomination Notice Mr. Wang does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the SFO. Save as disclosed above Mr. Wang (i) did not hold any directorship in other listed companies in Hong Kong or overseas in the past three years; (ii) does not hold any other positions within the Company and other members of the Group; (iii) does not have any relationship with any directors senior management or substantial or controlling shareholders of the Company.Mr. Wang has confirmed his independence in accordance with Rule 3.13 of the Listing Rules.Save as disclosed above Mr. Wang confirmed that there is no other information in respect of his proposed appointment as an independent non-executive director which needs to be brought to the attention of the shareholders of the Company or required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.Each of the Director Nominees has confirmed his willingness to be appointed as a Director in the Nomination Notice.By order of the Board China Evergrande New Energy Vehicle Group Limited SIU Shawn Chairman Hong Kong 27 June 2024 As at the date of this announcement the executive directors of the Company are Mr. SIU Shawn Mr. LIU Yongzhuo and Mr. QIN Liyong; and the independent non-executive directors of the Company are Mr. CHAU Shing Yim David and Mr.XIE Wu.–5–