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					THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action 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 Jingwei Textile Machinery
Company Limited, you should at once hand this circular to the purchaser or transferee or to the
bank, stockbroker or other agent through whom the sale 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 however arising
from or in reliance upon the whole or any part of the contents of this circular.




             (a joint stock limited company incorporated in the People’s Republic of China)
                                         (Stock Code: 0350)




       AMENDMENT TO THE ARTICLES OF ASSOCIATION,
               SHAREHOLDERS’ RETURN PLAN
          FOR THE NEXT THREE YEARS OF 2012-2014,
                          AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2012




Notice convening the Extraordinary General Meeting to be held at the Conference Room, Level
7, First Shanghai Centre, 39 Liangmaqiao Road, Chaoyang District, Beijing, the PRC on 27
August 2012 set out in Appendix 1 of this circular has been dispatched to the Shareholders with
the relevant proxy form and the reply slip. Whether or not you intend to attend the said meeting,
you are requested to complete the reply slip and the proxy form in accordance with the
instructions printed thereon and return the same to the secretariat of the board of directors of the
Company at Level 7, First Shanghai Centre, 39 Liangmaqiao Road, Chaoyang District, Beijing,
the PRC as soon as possible and in any event not less than 20 days and 24 hours before the time
appointed for the holding of the said meeting or any adjournment thereof respectively.
Completion and return of the proxy form will not preclude you from attending and voting in
person at such meeting or any adjournment thereof should you so wish.


                                                                                              4 July 2012
                                                    CONTENTS

                                                                                                                        Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .      1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                      2

APPENDIX 1 – NOTICE OF THE FIRST EXTRAORDINARY GENERAL
              MEETING IN 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .                         11




                                                            –i–
                                     DEFINITIONS

      In this circular, unless the context otherwise requires, the following expressions have
the following meanings:

“A Share(s)”                         the domestic shares having a nominal value of
                                     RMB1.00 each in the capital of the Company, which
                                     are listed on the Shenzhen Stock Exchange

“Articles of Association”            the articles of association of the Company, as amended
                                     from time to time

“Board”                              the board of Directors

“Company”                                                     (Jingwei Textile Machinery
                                     Company Limited*), a joint stock limited liability
                                     company established in the PRC, the A Shares and H
                                     Shares of which are listed on the Shenzhen Stock
                                     Exchange and the Stock Exchange respectively

“Director(s)”                        the director(s) of the Company

“PRC”                                the People’s Republic of China

“EGM”                                the first extraordinary general meeting in 2012 of the
                                     Company to be held at the Conference Room, Level 7,
                                     First Shanghai Centre, 39 Liangmaqiao Road,
                                     Chaoyang District, Beijing, the PRC on 27 August
                                     2012 at 9:00 a.m., the notice of which is set out in
                                     Appendix 1 to this circular, or any adjournment thereof

“H Share(s)”                         the overseas listed foreign share(s) having a nominal
                                     value of RMB1.00 each in the capital of the Company,
                                     which are listed on the main board of the Stock
                                     Exchange

“Latest Practicable Date”            28 June 2012, being the latest practicable date prior to
                                     the printing of this circular for ascertaining certain
                                     information contained herein

“Share(s)”                           collectively the A Share(s) and the H Share(s)

“Shareholders”                       holders of the Shares, unless otherwise specified,
                                     including holders of the A Shares and the H Shares

“Shareholders’ Return Plan”          shareholder’s return plan of the Company for the next
                                     three years of 2012-2014

“Stock Exchange”                     The Stock Exchange of Hong Kong Limited




                                            –1–
                            LETTER FROM THE BOARD




            (a joint stock limited company incorporated in the People’s Republic of China)
                                        (Stock Code: 0350)

Executive Directors:                                            Registered Office:
Mr. Ye Maoxin                                                   8 Yongchangzhong Road
Mr. Li Xiaohong                                                 Beijing Economic & Technological
Mr. Yan Fuquan                                                  Development Zone
Mr. Shi Tinghong                                                Beijing, the PRC
Mr. Yao Yuming
                                                                Principal Office:
Independent Non-executive Directors:                            Level 7, First Shanghai Centre
Mr. Xu Wenying                                                  39 Liangmaqiao Road
Mr. Liu Huangsong                                               Chaoyang District
Ms. An Guojun                                                   Beijing, the PRC
Mr. Li Min
                                                                Principal Place of Business
                                                                in Hong Kong:
                                                                5th Floor, Jardine House
                                                                1 Connaught Place
                                                                Hong Kong

                                                                4 July 2012
To shareholders of the Company

Dear Sir or Madam,

       AMENDMENT TO THE ARTICLES OF ASSOCIATION,
             SHAREHOLDERS’ RETURN PLAN FOR
            THE NEXT THREE YEARS OF 2012-2014,
                          AND
NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING IN 2012

1.   INTRODUCTION

     The Board refers to the announcement of the Company dated 26 June 2012.

      The purposes of this circular are to provide you with the information of (i) amendment
to the Articles of Association; and (ii) Shareholders’ Return Plan, and notice of EGM.




                                                –2–
                          LETTER FROM THE BOARD

2.   AMENDMENT TO THE ARTICLES OF ASSOCIATION

     Pursuant to the requirement of the “Notice Regarding Further Implementation of Cash
Dividends Distribution of Listed Companies” of the CSRC, to further refine the terms
regarding dividend distribution policy in the Articles of Association, improve the
transparency and operability of decision-making on dividend distribution, and to strengthen
the protection of legitimate rights and interests of the Shareholders, the Board proposes to
amend the terms regarding dividend distribution policy in the Articles of Association.

     Detail of the amendment is as follows:

Before amendment                                    After amendment

Article 180                                         Article 180

The Company may distribute dividend in              The profit distribution of the Company
cash or in specie (or both).                        shall focus on giving reasonable return to
                                                    the investors, and the profit distribution
The profit distribution policies of the             policies of the Company shall maintain
Company should be consistent and stable.            continuity and stability. The profit
                                                    distribution policies of the Company are:
Dividends or other distributions for
ordinary shares shall be declared and               (1)   Form of profit distribution: the
denominated in Renminbi.                                  Company may distribute dividends in
                                                          cash, in shares or in a combination of
Dividends or other cash distributions for                 both cash and shares. The Company
domestic shares shall be paid in Renminbi.                may distribute interim dividends.

Dividends or other cash distributions for           (2)   Formulation and amendment process
overseas-listed foreign shares listed in                  for profit distribution policies: the
Hong Kong shall be paid in Hong Kong                      formulation and amendment of profit
dollar in accordance with the requirements                distribution policies will be proposed
of    foreign    exchange    administration               to the general meeting by the Board.
measures of the PRC. The exchange rate to                 During the discussion of profit
be used for the conversion shall be the                   distribution policies by the Board,
average closing exchange rate of Hong                     thorough discussion should be made
Kong dollar against Renminbi for each of                  with the independent Directors, and
the business day during the week prior to                 profit distribution policies should be
the declaration date as quoted by the                     created after taking into account of
People’s Bank of China.                                   providing sustainable, stable and
                                                          scientific return for shareholders.




                                              –3–
LETTER FROM THE BOARD

               If there is significant change in
               external operating environment or the
               existing profit distribution policies
               affect the sustaining development of
               the Company, the Board may propose
               amendments to the profit distribution
               policies. In proposing any amendment
               to the profit distribution policies, the
               Board shall act in the interest of
               shareholders, give full consideration
               to medium and small shareholders’
               opinions and attach importance to
               protecting the interest of investors.
               Detailed explanation on the reason for
               the amendments shall be given in the
               related resolution submitted to the
               general meeting.

               The formulation and amendment of
               profit distribution policies by the
               Board shall be passed by simple
               majority votes of the Board with not
               less    than    two-thirds  of   the
               independent directors voted for the
               related resolutions. The independent
               directors shall express independent
               opinions on the formulation or
               amendment of profit distribution
               policies.

               The formulation and amendment of
               profit distribution policies of the
               Company shall be submitted to the
               general meeting of the Company for
               consideration and passed by votes
               representing not less than two-thirds
               of the voting rights represented by the
               shareholders present at the meeting.
               When such resolutions are considered
               at the general meeting, different
               channels    should     be     used   to
               communicate      and    interact   with
               shareholders,    in    particular,  the
               medium and small shareholders, and
               their opinions and requests should be
               fully heard, and their concern
               addressed in a timely manner.




         –4–
LETTER FROM THE BOARD

               (3)   Decision-making         process       and
                     mechanism for particular profit
                     distribution     proposals      of     the
                     Company: In creating the profit
                     distribution policies, the Board shall
                     consider the actual operating data,
                     amount of profits, cash flow position,
                     development      stage    and      current
                     requirement     for    funds     of    the
                     Company, as well as opinions of
                     shareholders,     in    particular,    the
                     medium and small shareholders, and
                     of independent directors, and seriously
                     examine and discuss matters such as
                     the timing, conditions and minimum
                     proportion,     conditions     for    any
                     adjustment and their decision-making
                     process, taking into account of
                     providing sustainable, stable and
                     scientific return for all shareholders.
                     Independent directors should express
                     clear opinions on any annual or
                     interim profit distribution proposal.

                     Any profit distribution proposal
                     proposed by the Board shall be passed
                     by simple majority votes of the Board
                     with not less than two-thirds of the
                     independent directors voted for the
                     proposal.

                     Any profit distribution proposal
                     considered at the general meeting of
                     the Company shall be passed by votes
                     representing not less than one-half of
                     the voting rights represented by the
                     shareholders present at the meeting.
                     When the profit distribution proposal
                     is considered at the general meeting,
                     different channels should be used to
                     communicate      and    interact  with
                     shareholders,    in   particular,  the
                     medium and small shareholders, and
                     their opinions and requests should be
                     fully heard, and their concern
                     addressed in a timely manner.




         –5–
LETTER FROM THE BOARD

               (4)   Specific conditions for distributing
                     cash     dividends:   the   Company’s
                     unappropriated profit and current
                     distributable profits (i.e. the profits
                     after tax of the Company after making
                     up losses and setting aside reserves)
                     must be positive, and the cash flows
                     of the Company must satisfy its
                     normal operation and sustainable
                     development.

               (5)   Intervals and minimum proportion of
                     cash dividends: the accumulated
                     profits distributed by the Company in
                     cash in the last three years shall not
                     be less than thirty percent of the
                     average annual distributable profits
                     realized in the last three years.

               (6)   Conditions for distributing dividends
                     in shares: the Company may distribute
                     dividends in shares based on its
                     profitability of the year and on the
                     premise of securing the scale of its
                     capital and a reasonable shareholding
                     structure.

               (7)   If the conditions for distributing cash
                     dividends are satisfied and the Board
                     has not made any cash dividends
                     proposal, it should explain in periodic
                     reports the reason for not distributing
                     cash dividends, the use of the funds
                     not used in cash dividends distribution
                     and retained by the Company as well
                     as the plan of its use. Independent
                     directors should express and publicly
                     disclose their independent opinion
                     thereon.

               (8)   Upon occurrence of any illegal
                     appropriation of the Company’s funds
                     by shareholders, the Company shall
                     deduct the cash dividends to be paid
                     to such shareholders to make up for
                     the funds appropriated by such
                     shareholders.




         –6–
                           LETTER FROM THE BOARD

                                                  (9)   Dividends or other distributions for
                                                        ordinary shares shall be declared and
                                                        denominated in Renminbi; dividends
                                                        or other cash distributions for
                                                        domestic shares shall be paid in
                                                        Renminbi; dividends or other cash
                                                        distributions    for    overseas-listed
                                                        foreign shares listed in Hong Kong
                                                        shall be paid in Hong Kong dollar in
                                                        accordance with the requirements of
                                                        foreign     exchange    administration
                                                        measures of the PRC. The exchange
                                                        rate to be used for the conversion
                                                        shall be the average closing exchange
                                                        rate of Hong Kong dollar against
                                                        Renminbi for each of the business day
                                                        during the week prior to the
                                                        declaration date as quoted by the
                                                        People’s Bank of China.

     The board considers that the amendment to the Articles of Association will result in a
more systematic, stable and transparent profit distribution system for Shareholders and
investors.

3.   SHAREHOLDERS’ RETURN PLAN

     Pursuant to the requirement of the “Notice Regarding Further Implementation of Cash
Dividends Distribution of Listed Companies” of the CSRC and to further refine the
Shareholders’ return plan for the next 3 years (2012-2014), on the basis of factors including
the Company’s strategic development goals, profitability and requirement for capital, the
Board formulated the Shareholders’ return plan for 2012-2014 as follows:

     I.    Considerations in the formulation of the Plan

           The Company is committed to realize steady, healthy and sustainable
     development. It establishes sustainable, stable and scientific return plan and mechanism
     for its investors taking into consideration important factors such as the Company’s
     strategic development goals, operation plan and profitability, and makes systematic
     arrangement for profit distribution to ensure the continuity and stability of its profit
     distribution policies.

     II.   Principles for formulation of the Plan

           In the formulation of the Plan, subject to the Articles of Association and its
     relevant requirements in relation to profit distribution, the opinions of Shareholders, in
     particular, the medium and small Shareholders, independent Directors and supervisors
     should be fully heard and considered; the reasonable investment return for Shareholders
     as well as the Company’s needs for sustainable development should be taken into


                                            –7–
                      LETTER FROM THE BOARD

account; and the basic principles of making active and scientific profit distribution
should be adhered to, so as to ensure the continuity and stability of the Company’s
profit distribution policies.

III. The specific Shareholders’ Return Plan for 2012-2014

      1.   The Company may distribute dividends in cash, in shares or in a
           combination of both cash and shares. In principle, profit distribution will be
           made once in each year, while interim profit distribution may be made
           subject to consideration and approval by the general meeting of the
           Company.

      2.   In accordance with the Articles of Association, if the Company’s
           unappropriated profit and current distributable profits (i.e. the profits after
           tax of the Company after making up losses and setting aside reserves) are
           positive, and the cash flows of the Company can satisfy its normal operation
           and sustainable development, the accumulated profits to be distributed by the
           Company in cash in the next three years (i.e. 2012-2014) will not be less
           than thirty percent of the average annual distributable profits realized in the
           next three years. In addition, the Company may distribute profits in the form
           of shares according to its needs.

      3.   Profit distribution proposals of the Company shall be proposed by the Board
           after taking into consideration factors such as the Company’s strategic
           development goals, profitability and requirement for funds. After
           consideration and approval by the Board, such proposal will be submitted to
           the general meeting for consideration and decision. The Company welcomes
           and accepts the suggestions and supervision of Shareholders, independent
           Directors and supervisors in respect of its profit distribution.

IV.   Decision-making mechanism of shareholders’ return plan

      1.   Proposals for shareholders’ return plan of the Company shall be proposed by
           the Board after taking into consideration of the Company’s strategic
           development goals, profitability and requirement for funds, as well as
           opinions of Shareholders, in particular, the medium and small Shareholders,
           independent directors and supervisors. After consideration and approval by
           the Board, such Plan shall be submitted to the general meeting for
           consideration.

      2.   If the Company needs to adjust its shareholders’ return plan due to
           significant changes in external operating environment or its own operation, it
           shall consider from the perspective of the protection of shareholders’
           interests, discuss in details and explain the reasons therefor, and strictly
           perform the decision-making process. After consideration and approval by
           the Board, the adjustment to shareholders’ return plan of the Company shall
           be submitted to the general meeting for consideration.




                                        –8–
                           LETTER FROM THE BOARD

     V.    Validity of shareholders’ return plan

          Shareholders’ return plan of the Company shall be effective from the date of its
     approval at the general meeting of the Company.

          The shareholders’ return plan is written in Chinese without an official English
     version. Therefore any English translation is for reference only. In case of
     inconsistency, the Chinese version shall prevail.

4.   EGM

     Notice convening the EGM is set out in Appendix 1 to this circular, which will be
dispatched to holders of H Shares together with the relevant form of proxy and reply slip
together with this circular. At the EGM, resolutions will be proposed to approve (i) the
amendment to the Articles of Association; and (ii) the Shareholders’ Return Plan.

      Whether or not you intend to attend the meeting, you are required to complete and
return the reply slip and the proxy form in accordance with the instructions printed thereon
not later than 20 days and 24 hours respectively before the time appointed for holding of the
relevant meeting or any adjournment thereof. Completion and return of the proxy form will
not preclude you from attending and voting in person at the relevant meeting or any
adjournment thereof if you so wish.

5.   VOTING ARRANGEMENTS

     According to the Listing Rules, the voting on the resolutions at the EGM will be
individually taken by way of poll.

6.   POLL PROCEDURE

     Pursuant to article 81 of the Articles of Association, a resolution put to vote at a
Shareholders’ meeting shall be decided on a show of hands unless (before or after the voting
on a show of hands) a poll is demanded by:

     (1)   the chairman of such meeting;

     (2)   at least two Shareholders present in person or by proxy(ies) for the time being
           entitled to vote at the meeting; or

     (3)   one or more Shareholder(s) present in person or by proxy(ies) and holding 10% or
           more of the Shares carrying the right to vote at the meeting on his/her own or in
           aggregate.

    In accordance with the Listing Rules, a poll will be demanded by the chairman of the
EGM so that all resolutions put to the Shareholders thereat will be decided on a poll. An
announcement on the poll vote results will be made by the Company after the EGM in the
manner prescribed under the Listing Rules.




                                            –9–
                          LETTER FROM THE BOARD

7.   RECOMMENDATIONS

     The Board considers that (i) the amendment to the Articles of Association; and (ii) the
Shareholders’ Return Plan are fair and reasonable and in the interest of the Company and the
Shareholders as a whole and recommends the Shareholders to vote in favor of such
resolutions at the EGM.

                                                            Yours faithfully,
                                                    For and on behalf of the Board
                                             Jingwei Textile Machinery Company Limited
                                                              Ye Maoxin
                                                              Chairman




                                           – 10 –
APPENDIX 1                             NOTICE OF THE FIRST EXTRAORDINARY
                                                  GENERAL MEETING IN 2012




              (a joint stock limited company incorporated in the People’s Republic of China)
                                          (Stock Code: 0350)

      NOTICE IS HEREBY GIVEN that the first extraordinary general meeting in 2012 of
Jingwei Textile Machinery Company Limited (“Company”) will be held at the Conference
Room of the Company at Level 7, First Shanghai Centre, 39 Liangmaqiao Road, Chaoyang
District, Beijing, the People’s Republic of China at 9:00 a.m. on 27 August 2012, for the
purpose of considering and, if thought fit, approving the following resolutions:

                                     SPECIAL RESOLUTION

     1.   To consider, and if thought fit, approve the following resolution as a special
          resolution:

          “THAT the amendment to the articles of association (“Articles”) of the Company
          as set out below be hereby approved, with effect from the date of passing this
          resolution:

Before amendment                                        After amendment

Article 180                                             Article 180

The Company may distribute dividend in                  The profit distribution of the Company
cash or in specie (or both).                            shall focus on giving reasonable return to
                                                        the investors, and the profit distribution
The profit distribution policies of the                 policies of the Company shall maintain
Company should be consistent and stable.                continuity and stability. The profit
                                                        distribution policies of the Company are:
Dividends or other distributions for
ordinary shares shall be declared and                   (1)   Form of profit distribution: the
denominated in Renminbi.                                      Company may distribute dividends in
                                                              cash, in shares or in a combination of
Dividends or other cash distributions for                     both cash and shares. The Company
domestic shares shall be paid in Renminbi.                    may distribute interim dividends.




                                                 – 11 –
APPENDIX 1                       NOTICE OF THE FIRST EXTRAORDINARY
                                            GENERAL MEETING IN 2012

Dividends or other cash distributions for      (2)   Formulation and amendment process
overseas-listed foreign shares listed in             for profit distribution policies: the
Hong Kong shall be paid in Hong Kong                 formulation and amendment of profit
dollar in accordance with the requirements           distribution policies will be proposed
of    foreign    exchange    administration          to the general meeting by the Board.
measures of the PRC. The exchange rate to            During the discussion of profit
be used for the conversion shall be the              distribution policies by the Board,
average closing exchange rate of Hong                thorough discussion should be made
Kong dollar against Renminbi for each of             with the independent Directors, and
the business day during the week prior to            profit distribution policies should be
the declaration date as quoted by the                created after taking into account of
People’s Bank of China.                              providing sustainable, stable and
                                                     scientific return for shareholders.

                                                     If there is significant change in
                                                     external operating environment or the
                                                     existing profit distribution policies
                                                     affect the sustaining development of
                                                     the Company, the Board may propose
                                                     amendments to the profit distribution
                                                     policies. In proposing any amendment
                                                     to the profit distribution policies, the
                                                     Board shall act in the interest of
                                                     shareholders, give full consideration
                                                     to medium and small shareholders’
                                                     opinions and attach importance to
                                                     protecting the interest of investors.
                                                     Detailed explanation on the reason for
                                                     the amendments shall be given in the
                                                     related resolution submitted to the
                                                     general meeting.

                                                     The formulation and amendment of
                                                     profit distribution policies by the
                                                     Board shall be passed by simple
                                                     majority votes of the Board with not
                                                     less    than    two-thirds  of   the
                                                     independent directors voted for the
                                                     related resolutions. The independent
                                                     directors shall express independent
                                                     opinions on the formulation or
                                                     amendment of profit distribution
                                                     policies.




                                          – 12 –
APPENDIX 1   NOTICE OF THE FIRST EXTRAORDINARY
                        GENERAL MEETING IN 2012

                             The formulation and amendment of
                             profit distribution policies of the
                             Company shall be submitted to the
                             general meeting of the Company for
                             consideration and passed by votes
                             representing not less than two-thirds
                             of the voting rights represented by the
                             shareholders present at the meeting.
                             When such resolutions are considered
                             at the general meeting, different
                             channels    should     be     used   to
                             communicate      and    interact   with
                             shareholders,    in    particular,  the
                             medium and small shareholders, and
                             their opinions and requests should be
                             fully heard, and their concern
                             addressed in a timely manner.

                       (3)   Decision-making         process       and
                             mechanism for particular profit
                             distribution     proposals      of     the
                             Company: In creating the profit
                             distribution policies, the Board shall
                             consider the actual operating data,
                             amount of profits, cash flow position,
                             development      stage    and      current
                             requirement     for    funds     of    the
                             Company, as well as opinions of
                             shareholders,     in    particular,    the
                             medium and small shareholders, and
                             of independent directors, and seriously
                             examine and discuss matters such as
                             the timing, conditions and minimum
                             proportion,     conditions     for    any
                             adjustment and their decision-making
                             process, taking into account of
                             providing sustainable, stable and
                             scientific return for all shareholders.
                             Independent directors should express
                             clear opinions on any annual or
                             interim profit distribution proposal.




                  – 13 –
APPENDIX 1   NOTICE OF THE FIRST EXTRAORDINARY
                        GENERAL MEETING IN 2012

                             Any profit distribution proposal
                             proposed by the Board shall be passed
                             by simple majority votes of the Board
                             with not less than two-thirds of the
                             independent directors voted for the
                             proposal.

                             Any profit distribution proposal
                             considered at the general meeting of
                             the Company shall be passed by votes
                             representing not less than one-half of
                             the voting rights represented by the
                             shareholders present at the meeting.
                             When the profit distribution proposal
                             is considered at the general meeting,
                             different channels should be used to
                             communicate      and    interact  with
                             shareholders,    in   particular,  the
                             medium and small shareholders, and
                             their opinions and requests should be
                             fully heard, and their concern
                             addressed in a timely manner.

                       (4)   Specific conditions for distributing
                             cash     dividends:   the   Company’s
                             unappropriated profit and current
                             distributable profits (i.e. the profits
                             after tax of the Company after making
                             up losses and setting aside reserves)
                             must be positive, and the cash flows
                             of the Company must satisfy its
                             normal operation and sustainable
                             development.

                       (5)   Intervals and minimum proportion of
                             cash dividends: the accumulated
                             profits distributed by the Company in
                             cash in the last three years shall not
                             be less than thirty percent of the
                             average annual distributable profits
                             realized in the last three years.




                  – 14 –
APPENDIX 1   NOTICE OF THE FIRST EXTRAORDINARY
                        GENERAL MEETING IN 2012

                       (6)   Conditions for distributing dividends
                             in shares: the Company may distribute
                             dividends in shares based on its
                             profitability of the year and on the
                             premise of securing the scale of its
                             capital and a reasonable shareholding
                             structure.

                       (7)   If the conditions for distributing cash
                             dividends are satisfied and the Board
                             has not made any cash dividends
                             proposal, it should explain in periodic
                             reports the reason for not distributing
                             cash dividends, the use of the funds
                             not used in cash dividends distribution
                             and retained by the Company as well
                             as the plan of its use. Independent
                             directors should express and publicly
                             disclose their independent opinion
                             thereon.

                       (8)   Upon occurrence of any illegal
                             appropriation of the Company’s funds
                             by shareholders, the Company shall
                             deduct the cash dividends to be paid
                             to such shareholders to make up for
                             the funds appropriated by such
                             shareholders.

                       (9)   Dividends or other distributions for
                             ordinary shares shall be declared and
                             denominated in Renminbi; dividends
                             or other cash distributions for
                             domestic shares shall be paid in
                             Renminbi; dividends or other cash
                             distributions    for    overseas-listed
                             foreign shares listed in Hong Kong
                             shall be paid in Hong Kong dollar in
                             accordance with the requirements of
                             foreign     exchange    administration
                             measures of the PRC. The exchange
                             rate to be used for the conversion
                             shall be the average closing exchange
                             rate of Hong Kong dollar against
                             Renminbi for each of the business day
                             during the week prior to the
                             declaration date as quoted by the
                             People’s Bank of China.

                  – 15 –
APPENDIX 1                                   NOTICE OF THE FIRST EXTRAORDINARY
                                                        GENERAL MEETING IN 2012

               (The above is the English translation of the Chinese version of the proposed
               amendment to the Articles. Should there be any inconsistencies between the
               English version and the Chinese version, the Chinese version shall prevail.)

                                              Ordinary Resolution

         2.    To consider and approve the shareholders’ return plan of the Company for the
               next three years of 2012-2014.

                                                                    By the order of the Board
                                                          Jingwei Textile Machinery Company Limited
                                                                           Ye Xuehua
                                                                       Company Secretary
Beijing, the PRC
4 July 2012

Notes:

1.       BOOK CLOSURE

         Holders of the Company’s H Shares whose names appear in the Company’s registers of members at close of
         business on 28 July 2012 are entitled to attend the EGM by showing their identity cards or passports.
         Holders of H Shares in the Company please note that the register of holders of H Shares will be closed for
         30 days (from 28 July 2012 to 27 August 2012, both dates inclusive) prior to the EGM, during which
         period transfers of H Shares will not be effected. To qualify for the attendance of the EGM, all transfer
         documents accompanied by share certificates must be lodged with the Company’s share registrar and
         transfer office for H Shares, Computershare Hong Kong Investor Services Limited at Shops 1712 – 1716,
         17/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong at or before 4:00 p.m. on 27 July
         2012.

2.       A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies (whether they
         are members of the Company or not) to attend and vote on his/her/its behalf at the meeting(s).

3.       The instrument appointing a proxy must be in writing signed by the appointer or his attorney duly
         authorised in writing. For appointer who is a legal person, the instrument appointing proxy should be signed
         under its seal or signed by its director or an attorney duly authorised in writing. For the instrument
         appointing proxy signed by an authorised person, the power of attorney or other documents of authorization
         must be notarised. To be valid, the notarised power of attorney or other documents of authorisation and the
         proxy form must be delivered to the Secretariat to the Board of the Company not less than 24 hours before
         the time appointed for holding of the EGM.

4.       A member intending to attend the EGM should return the accompanying reply slip in writing to the
         Secretariat to the Board of the Company before 5:00 p.m. on 8 August 2012 either in person, by mail,
         registered mail or facsimile. Such reply, however, will not preclude a member from attending the meeting.

5.       Members attending the EGM, which is expected to last half a day, should be responsible for their own
         travelling, lodging and the related costs.




                                                        – 16 –
APPENDIX 1                               NOTICE OF THE FIRST EXTRAORDINARY
                                                    GENERAL MEETING IN 2012

6.   Details of the Secretariat to the Board of the Company are as follows:

     Level 7, First Shanghai Centre
     39 Liangmaqiao Road
     Chaoyang District
     Beijing
     the PRC
     Tel: (8610)-8453 4078
     Extension 8501
     Fax: (8610)-8453 4135
     Postal code: 100125

7.   Resolutions no. 1 and no. 2 in the notice of EGM have been passed in the eighteenth meeting of the sixth
     board of directors of the Company held on 26 June 2012. Further details of the resolutions can be referred
     to the relevant announcement dated 26 June 2012 posted on the website of The Stock Exchange of Hong
     Kong Limited.


     As at the date of this notice, the Board comprises Mr. Ye Maoxin, Mr. Li Xiaohong,
Mr. Yan Fuquan, Mr. Shi Tinghong and Mr. Yao Yuming, all being executive Directors, and
Mr. Xu Wenying, Mr. Liu Huangsong, Ms. An Guojun and Mr. Li Min, all being independent
non-executive Directors.

     This notice is originally prepared in Chinese. In case of discrepancy between the
Chinese and the English versions, the Chinese version shall prevail.




                                                    – 17 –

				
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