THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular, you should consult a licensed securities
dealer, bank manager, solicitor, professional accountants or other professional adviser.
If you have sold or transferred all your shares in China Sciences Conservational Power Limited,
you should at once hand this circular and the accompanying form of proxy to the purchaser or the
transferee or to the bank, the licensed securities dealer or other agent through whom the sale or the
transfer was effected for transmission to the purchaser or the 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.
CHINA SCIENCES CONSERVATIONAL POWER LIMITED
中科環保電力有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 351)
PROPOSED CHANGE OF COMPANY NAME
AND
NOTICE OF EXTRAORDINARY GENERAL MEETING
A notice convening the EGM to be held at Room 1208-1210, 12/F, Dah Sing Financial Centre,
108 Gloucester Road, Wanchai, Hong Kong on Tuesday, 1 September 2009 at 11:00 a.m. or any
adjournment thereof is set out on pages 5 to 6 of this circular.
A form of proxy for use at the EGM is enclosed in this circular. Whether or not you are able to attend
the EGM in person, you are requested to complete and return the form of proxy in accordance with
the instructions printed thereon to the share registrar of the Company, Tricor Secretaries Limited at
26th Floor, Tesbury Centre 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in
any event, not less than 48 hours before the time appointed for holding of the EGM or any adjourned
meeting (as the case may be). Completion and return of the form of proxy will not preclude you from
attending and voting in person at the EGM or any adjourned meeting (as the case may be) should you
so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.
10 August 2009
CONTENTS
Page
Definitions ....................................................................................................................................
1
Letter from the Board ................................................................................................................
2-4
Notice of EGM .............................................................................................................................
5-6
–i–
DEFINITIONS
In this circular, the following expressions have the following meanings unless the context otherwise
requires:
“Board”
the board of the Directors
“Company”
China Sciences Conservational Power Limited, a company
incorporated in Hong Kong with limited liability and the shares of
which are listed on the main board of the Stock Exchange
“Director(s)”
the director(s) of the Company
“EGM”
the extraordinary general meeting of the Company to be held on
1 September 2009 and convened for the purpose of considering
and, if thought fit, approving the proposed change of name of the
Company
“Group”
the Company together with its subsidiaries
“Hong Kong”
the Hong Kong Special Administrative Region of the PRC
“Listing Rules”
Rules Governing the Listing of Securities on the Stock Exchange
“PRC”
the People’s Republic of China, which, for the purposes of this
circular only, does not include Hong Kong, the Macau Special
Administrative Region and Taiwan
“Share(s)”
existing ordinary share(s) of HK$0.01 each in the capital of
theCompany and a “Share” shall be construed accordingly
“Shareholder(s)”
holder(s) of the Shares
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
–1–
LETTER FROM THE BOARD
CHINA SCIENCES CONSERVATIONAL POWER LIMITED
中科環保電力有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 351)
Executive Directors:
Mr. Liang Jun (Chairman)
Ms. Yu Sau Lai
Registered office
Head office and Principal
Place of Business in Hong Kong:
Room 1208-1210, 12/F
Dah Sing Financial Centre
108 Gloucester Road
Wanchai
Hong Kong
Non-Executive Directors:
Mr. Tse On Kin
Mr. Yu Baodong
Independent Non-Executive Directors:
Mr. Chan Chi Yuen
Mr. Tsang Kwok Wa
Mr. Zhang Xi
10 August 2009
To the Shareholders
Dear Sir or Madam,
PROPOSED CHANGE OF COMPANY NAME
INTRODUCTION
The Board proposes to change the name of the Company from “China Sciences Conservational Power
Limited 中科環保電力有限公司” to “Asia Energy Logistics Group Limited 亞洲能源物流集團有
限公司”(the “Change of Company Name”).
REASONS FOR CHANGE OF COMPANY NAME
Reference is made to the announcement of the Company dated 31 July 2009 in relation to the
completion (“Completion”) of the acquisition of 70% equity interest in Gofar Holdings Limited.
After the Completion, the Group’s principal business activities have been diversified into railway
construction and operation in the PRC. The Change of Company Name could better reflect the recent
expansion and diversification of the Group’s business development. The Board believes that the
proposed new name of the Company can provide the Company with a fresh new corporate identity
which is in the interests of the Company and the Shareholders as a whole.
–2–
LETTER FROM THE BOARD
CONDITIONS
The Change of Company Name shall become effective subject to (a) the approval by the Shareholders
by way of a special resolution at the EGM and (b) the issuance of certificate of change of name by the
Registrar of Companies in Hong Kong. The Company will carry out all necessary filing procedures
with the Registrar of Companies in Hong Kong after the passing of a special resolution at the EGM.
EFFECTS ON CHANGE OF COMPANY NAME
The Change of Company Name will not affect any rights of the Shareholders. All existing share
certificates in issue bearing the present name of the Company will, after the Change of Company
Name has become effective, continue to be evidence of title to the Shares and will continue to be
valid for trading, settlement and registration purposes.
There will not be any arrangement for exchange of existing share certificates for new share certificates
bearing the new name of the Company. Once the Change of Company Name has become effective,
new share certificates will be issued under the new name of the Company.
The Company will make further announcements as and when appropriate to inform the Shareholders
on the results of the EGM, the effective date of the Change of Company Name and the change of
stock short name in both English and Chinese and the arrangement for trading and dealings in the
Shares (including the date on which the Shares will be traded under the new name on the Stock
Exchange).
EGM
The EGM will be held at Room 1208-1210, 12/F, Dah Sing Financial Centre, 108 Gloucester Road,
Wanchai, Hong Kong on Tuesday, 1 September 2009 at 11:00 a.m. to consider and, if thought fit,
approve the proposed Change of Company Name by the Shareholders. A notice convening the EGM
is set out on pages 5 to 6 of this circular. According to Rule 13.39(4) of the Listing Rules, any voting
of the Shareholders at the EGM will be taken by way of poll.
A form of proxy for use at the EGM is enclosed in this circular. Whether or not you are able to attend
the EGM in person, you are requested to complete and return the form of proxy in accordance with
the instructions printed thereon to the share registrar of the Company, Tricor Secretaries Limited at
26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in
any event no less than 48 hours before the time appointed for holding of the EGM or any adjournment
thereof. Completion and return of the form of proxy will not preclude you from attending and voting
in person at the EGM or any adjournment thereof (as the case may be) should you so wish.
To the best of the Directors’ knowledge and information, and having made all reasonable enquiries,
no Shareholder is required to abstain from voting on any resolution to be approved at the EGM.
–3–
LETTER FROM THE BOARD
RESPONSIBILITY STATEMENT
This circular includes particulars given in compliance with the Listing Rules for the purpose of giving
information with regard to the Group. The Directors jointly and severally accept full responsibility
for the accuracy of information contained in this circular and confirm, having made all reasonable
enquiries, that to the best of their knowledge, opinions expressed in this circular have been arrived at
after due and careful consideration and there are no other facts not contained herein, the omission of
which would make any statement herein misleading.
RECOMMENDATION
The Board considers that the proposed Change of Company Name is in the best interests of the
Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to
vote in favor of the special resolution approving the proposed Change of Company Name as set out in
the notice of EGM.
On behalf of the Board
China Sciences Conservational Power Limited
Liang Jun
Chairman
–4–
NOTICE OF EGM
CHINA SCIENCES CONSERVATIONAL POWER LIMITED
中科環保電力有限公司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 351)
NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Sciences
Conservational Power Limited (the “Company”) will be held at Room 1208-1210, 12/F, Dah Sing
Financial Centre, 108 Gloucester Road, Wanchai, Hong Kong on Tuesday, 1 September 2009 at 11:00
a.m. for the purpose of considering and, if thought fit, passing with or without modification, the
following special resolution of the Company:
SPECIAL RESOLUTION
“THAT subject to and conditional upon the approval of the Registrar of Companies in Hong Kong,
the name of the Company be and is hereby changed from “China Sciences Conservational Power
Limited 中科環保電力有限公司” to “Asia Energy Logistics Group Limited 亞洲能源物流集團有
限公司” and the directors of the Company be and are hereby authorised to do all such acts, deeds and
things and execute all documents or make such arrangements as they may consider necessary or
expedient to give effect to the aforesaid change of name of the Company.”
By Order of the Board
China Sciences Conservational Power Limited
Liang Jun
Chairman
Hong Kong, 10 August 2009
Registered Office:
Rooms 1208-1210
12/F, Dah Sing Financial Centre
108 Gloucester Road
Wan Chai
Hong Kong
–5–
NOTICE OF EGM
Notes:
(1)
A member entitled to attend and vote at the EGM is entitled to appoint more than one proxy to attend and on poll,
vote on his behalf. A proxy need not be a member of the Company.
(2)
A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM in person, you are
urged to complete and return the form of proxy in accordance with the instructions printed thereon as soon as
possible. Completion and return of the form of proxy will not preclude you from attending and voting in person at
the EGM or any adjournment thereof if you so wish. In the event that you attend the EGM after having returned the
completed form of proxy, your form of proxy will be deemed to have been revoked.
(3)
To be valid, the form of proxy, together with any power of attorney or other authority (if any) under which it is
signed or notarially certified copy of such power of attorney, must be deposited at the Company’s share registrar,
Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less
than 48 hours before the time fixed for the holding of the EGM or any adjournment thereof.
(4)
Where there are joint holders of a share of the Company, any one of such holders may vote at the EGM, either
personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such
holder are present at the EGM personally or by proxy, that one of such holders so present whose name stands first
on the register of the Company shall alone be entitled to vote in respect of such share.
–6–