東北輸變電機械制造股份有限公司
NORTHEAST ELECTRICAL TRANSMISSION &
TRANSFORMATION MACHINERY MANUFACTURING
COMPANY LIMITED
(A joint stock limited company incorporated in the People's Republic
of China with limited liability)
Notice of Extraordinary General Meeting
Notice is hereby given that an Extraordinary General Meeting of
Northeast Electrical Transmission & Transformation Machinery
Manufacturing Company Limited (the "Company") will be held at
Conference Room, 14/F, Kingdom Hotel, 189 Taiyuan South Street, Heping
District, Shenyang, Liaoning Province, the People's Republic of China
(the "PRC") on Friday, 9th March, 2001 at 9:30a.m. for the following
purposes:
1. To elect members of the 3rd Board of Directors of the Company for
a term of 3 years;
2. To elect members of the 3rd Supervisory Committee of the Company
for a term of 3 years;
3. To determine remuneration for new directors;
4. To determine remuneration for new supervisors;
5. Amendments to the Articles of Association;
6. Report of the use of proceeds.
By Order of the Board
Mr. Luo Hong
Mr. Lin Zhi Hua
Joint Company Secretary
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18th January, 2001
Notes:
(i)
In order to determine the name list of holders of H shares for
the Extraordinary General Meeting, the register of members of the
Company's H shares will be closed from 7th February, 2001 to 8th
March, 2001 (both days inclusive), during which period, no transfer
of H shares will be registered. Holders of the Company's shares
whose names appear on the register of members maintained on 8th
March, 2001 shall be entitled to attend and vote at the
Extraordinary General Meeting. Shareholders should deliver their
transfer documents and share certificates to the Company's H Share
registrar, HKSCC Registrars Limited, 2nd floor, Vicwood plaza, 199
Des Voeux Road Central, Hong Kong before 4:00pm on Wednesday, 7th
February, 2001.
(ii)
Holders of H Shares intending to attend the meeting are required
to fax or mail copies of their reply to the Secretary's Office of
the Company by 4:00 pm on Thursday, 8th March, 2 001.
(iii) Each shareholder entitled to attend and vote at the
Extraordinary General Meeting is entitled to appoint one or more
proxies, whether a member of the Company or not, to attend and vote
on his / her behalf. For shareholders who appoint more than one proxy,
the voting right can only be exercised when a poll is taken.
(iv)
The instrument appointing a proxy must be in writing under the
hand of the shareholder or his/her attorney duly authorised in
writing. If the appointor is a legal person, the pr oxy must be
affixed with the common seal or signed by a legal representative
or his attorney duly authorised in writing. If the form of proxy
is signed by the attorney on behalf of the shareholder, the power
of attorney or other authority must be notariall y certified. To be
valid, the form of proxy, together with a notarially certified copy
of the power attorney or other authority, must be delivered to the
Company not less than 24 hours before the time appointed for the
holding of the meeting.
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(v) The Extraordinary General Meeting is expected to last for half a
day. Attending shareholders and proxies shall be responsible for
their own travel and accommodation expenses.
Office address
: 14/F, Kingdom Hotel, 189 Taiyuan South Street,
Heping District, Shenyan g, Liaoning Province, the PRC
Contact person
:
Mr. Zhu Xin Guang
Tel : (86) 24-23527080
Fax : (86) 24-23527081
Postal code
:
110001
Notes: Name list and biographies of candidates for the 3rd Board of
Directors and Supervisory Committee
Pursuant to the Articles of Association of the Company, the Board of
Directors shall consist of 13 directors, of which there are 9 executive
directors and 4 independent directors. Supervisory Committee shall
consist of 5 supervisors. The respective terms of office of direct ors
and supervisors are three years renewable upon re -election. The new
term of directors and supervisors shall be elected by more than half
of the voting rights represented by shareholders (including proxies
of shareholders) present at the general meeting . As the term of office
of the 2nd Board of Directors and Supervisory Committee of the Company
is going to expire on 11th March, 2001, a Notice for calling an
Extraordinary General Meeting is issued for the purposes of electing
members of the new Board and members of the Supervisory Committee
represented by shareholders of the Company and fixing their
remuneration for a three -year term which will commence on 12th March,
2001.
Directors
According to Article 91 of the Articles of Association of the Company,
directors shall be elected at shareholder's general meeting amongst
candidates nominated by the previous Board or by shareholders
representing 5 per cent. or more of the issued share capital of the
Company. Pursuant to this article, candidates for members of the Board
of the Company have been nominated by Northeast Electrical Transmission
& Transformation Machinery Equipment Group Corporation ("NET"), the
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controlling shareholder of the Company.
Executive Directors
Mr. Xiang Yong Chun, aged 58, senior eng ineer of professor grade, is
the Chairman of the Company. He graduated from the Machinery
Manufacturing Faculty of the Industrial University of Shenyang in 1967.
He was initially employed as a Workshop Officer, Deputy Head and Head
of SHSL. During 1985 to 1988, he was a manager of Shenyang City Machinery
Tool Industrial Company. Since 1995, he has been the Chairman of the
Company.
Mr. Zhou Bao Yi, aged 39, master's postgraduate and senior accountant,
is the Chairman and President of NET. He graduated from Liaoning
University and People's University of the PRC majoring in economics
and holds a master's degree in economics. He had been Financial Officer
of Liaoning Economics Management Cadre College, Head of Finance
Department and Chief Accountant of Shenyang Transformers and Vice
President and Chief Accountant of NET.
Mr. Li Jin Biao, aged 36, part -time doctor student and senior engineer,
is the Chief Accountant of NET. He graduated from Xian Jiaotong
University and Industrial University of Shenyang majoring in
electrical machinery. He holds bachelor's and master's science degrees.
He had been Deputy Chief Engineer of Shenyang Transformers.
Mr. Huang Ping, aged 50, master's postgraduate and senior engineer,
is the General Manager of the Company. He graduated from Dalian Railway
College majoring in machinery manufacturing and equipment in 1975. He
had been Head of Shenyang Motor Engine Factory, Deputy General Manager
of Shenyang Golden Cup Motor Company, Vice President and Director of
NET.
Mr. Liu Yong Shun, aged 56, senior accountant, is the Chief Accountant
of the Company. He graduated from the Industrial University of Shenyang
majoring in machinery manufacturing and accounting. He had been
Workshop Officer, Deputy Chief Accountant and Chief Accountant of SH SL.
Mr. Lu Ming Lin, aged 59, senior engineer, is Director of the Company.
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He graduated from Harbin Electrical Institute where he majored in
insulating materials in 1962. He had been Workshop Officer, Deputy Head,
Chairman and General Manager of SHSL.
Mr. Li Bin, aged 36, part-time doctor student, senior economist, is
the Deputy General Manager of the Company and Secretary to the Board
of Directors. He graduated from the Industrial University of Shenyang
with a degree in economics and management. He also graduated from
Tianjin University and holds a bachelor's degree in industry and a
master's degree in business administration. He had been Factory
Secretary of Shenyang Transformers, President Secretary and Deputy
Management Office Secretary of NET and Offi cer of the Board of Directors
of the Company.
Mr. Gao Jin Zhu, aged 36, senior economist and part -time postgraduate,
is the General Manager of SHSL. He graduated from Chinese Language
Faculty of Liaoning University in 1988 and holds an arts bachelor's
degree. He had been Deputy Officer of SHSL, Secretary to the Board of
Directors, Officer and Deputy General Manager of the Company.
Mr. Liu Jie, aged 38, senior engineer and science master, is the General
Manager of Shenyang Transformer. He had been High Vol tage Officer,
Deputy Head of Design Department and Deputy Chief Engineer of Shenyang
Transformer and Deputy Chief Engineer of NET.
Independent Directors
Mr. Guan Wei Li, aged 58, associate professor and registered assets
valuer in the PRC. He graduated f rom Chinese Science and Technology
University in the study of mechanics in 1966. He worked at various
machinery manufacturing enterprises and higher education institutions
in China for many years. He was sent to the U.S.A. for further study
and obtained a MBA degree. Mr. Guan had been the Faculty Leader of the
Business Management Department of Beijing Industrial University,
Director of the Enterprise Department of the State -Owned Assets
Administration Bureau of the PRC and Vice President, Asia -Pacific, of
the U.S. GE Finance Company. He is President of China Enterprise
Consultation Corporation and Honorary Chairman of China Enterprise
Assets Valuation Company.
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Mr. Xing Yu Jiu, aged 62, senior engineer of professor grade, is the
Deputy Councillor of Chinese Electrical Equipment Industry Association.
In 1964, he graduated from the Chinese Science and Technology
University with a degree in mechanics. He had been Office Chief of
Harbin Boiler Factory, Deputy Economic Research Officer of Electrical
Works Bureau under the Ministry of Machinery Industry, General Manager
of Chinese Electrical Works Equipment Company, Department Head of the
Policy, Regulations and Reorganization Department under the Ministry
of Machinery Industry, Standing Deputy Head of the Machiner y Industry
Sub-branch of China Trade Development Council and the Chief Secretary
of the Association of Machinery under the Chinese International Chamber
of Commerce.
Mr. Gao Chuang, aged 48, economic doctor and professor, graduated from
Economics Faculty of Liaoning University in 1982. He is Dean of Business
Administration of Liaoning University and Chairman of Liaoning
Marketing Association, Deputy Councillor of Liaoning Management
Research Association and a member of corporate consultation of Liaoning
Provincial Government.
Mr. Kang Jin Jiang, aged 56, professor, graduated from Northeast
Industrial College majoring in engineering management in 1970. He is
Faculty Leader of Marketing of Business Management College of Northeast
University, Standing Member and Chief Secretary of Liaoning Technology,
Economic and Management Modernization Research Association.
Supervisors
Pursuant to Article 121 of the Articles of Association of the Company,
the Supervisory Committee shall consist of 5 members and 2 of them shall
be the staff's representatives who shall be elected and removed by the
staff. Other supervisors shall be elected and removed at shareholder's
general meeting. NET, the controlling shareholder of the Company, has
nominated Mr. Wu Qing Wei, Madam Liu Z hong and Madam Liang Jie to be
candidates for the 3rd Supervisory Committee and their biographies are
set out below. Other supervisors shall be elected at a staff
representative meeting of the Company before 9th March, 2001. Their
biographies will be annou nced after the election at the staff
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representative meeting is completed.
Mr. Wu Qing Wei, aged 45, senior economist, is Deputy Party Secretary
of NET and the Chairman of the Supervisory Committee of the Company.
Mr. Wu graduated from the Chinese Language Faculty of Liaoning
University. He had been Officer and Chief Secretary of Communist Party
Committee of Shenyang Cable, Deputy Manager of Sales Company and
Chairman and General Manager of the Factory Labour Union.
Madam Liu Zhong, aged 49, accountant, is an officer of the Audit
Department of NET. She graduated from Shenyang Television University
majoring in accounting in 1985. She had been Vice Secretary of the Youth
League of Shenyang Transformer, Deputy Officer of the Training
Department and Schoolmaste r of Technical School.
Madam Liang Jie, aged 40, professor, is Vice Dean of Economic Management
College of the Industrial University of Shenyang. She graduated from
Electronics Faculty of Shenyang Mechanical and Electrical College in
1985.
Amendments to Articles of Association
According to the Company Act of the People's Republic of China, the
Special Regulations of the State Council on the Overseas Offering and
Listing of Shares by Joint Stock Limited Companies, the Mandatory
Provisions for the Articles of Association of Companies to be Listed
Overseas and other relevant laws and administrative regulations of the
State, together with the recent changes in share structure, scope of
business and office address of the Company, it is proposed amendments
to Articles of Association at an Extraordinary General Meeting to be
held on 9th March, 2001 as follows:
The first proposed amendment:
Paragraph 1 of Article 1 of Chapter 1 shall be amended as follows:
The Company is a joint stock limited company establishe d in accordance
with the Company Act of the People's Republic of China (the "Company
Act"), the Special Regulations of the State Council on the Overseas
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Offering and Listing of Shares by Joint Stock Limited Companies (the
"Special Regulations") and other r elevant laws and administrative
regulations of the State. The Company will hold an extraordinary
general meeting on 9th March, 2001 to be convened according to the
Company Act, the Special Regulations and the Mandatory Provisions for
the Articles of Associ ation of Companies to be Listed Overseas (the
"Mandatory Provisions") and other relevant laws and administrative
regulations of the State in order to amend the Articles of Association
(the "Original Articles of Association") passed at the general meeting
held on 5th June, 1997 to formulate the Articles of Association.
The second proposed amendment:
Articles 3 of Chapter 1 shall be amended as follows:
The registered address of the Company: No.18, Bei Er Zhong Road, Tiexi
District, Liaoning Province, the P RC. Address of the Company's Office:
14/F, Kingdom Hotel, 189 Taiyuan South Street, Heping District,
Shenyang, Liaoning Province, the PRC; Postal code: 110001; Tel.: (024)
23527080; Fascimile: (024) 23527081
The third proposed amendment:
Article 9 of Cha pter 1 shall be amended as follows:
The Articles of Association was passed by a special resolution at an
extraordinary general meeting and will become effective upon approval
by the State authorities concerned and the securities administration
authority.
The fourth proposed amendment:
Article 13 of Chapter 2 shall be amended as follows:
The scope of business of the Company shall be the items as approved
by the authority registered by the Company. The scope of business of
the Company includes manufacturi ng and sale of transmission and
transformation machinery and auxiliary parts, sale of metals and
electromechanical products, technological development, assignment,
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contract for and provision of consultancy services in relation to
transmission and transform ation, and leasing of rooms, operation of
restaurants, sauna, beauty and hair salons as well as shopping arcade
at Kingdom Hotel in Shenyang.
The Company shall engage in the business activities within the scope
as approved by the registered authority.
The Company may alter its scope of business or direction or way of
investment in view of changes in domestic and overseas markets, the
requirements of domestic and overseas business of the Company and its
own development capability subject to the passing of resolution at
general meeting and approval by the relevant administration
authorities of the State.
The fifth proposed amendment:
The following statement shall be added at the end of Article 15 of
Chapter 3:
Renminbi mentioned in the previous clause sha ll refer to the lawful
currency of the People's Republic of China.
The sixth proposed amendment:
The following statement shall be added at the end of Article 17 of
Chapter 3:
Foreign currencies mentioned in the previous clause shall refer to the
lawful currencies of other countries or regions other than Renminbi
recognised by the foreign exchange administration authority of the
State which can be used to pay the price of shares to the Company.
The seventh proposed amendment:
The following statement sha ll be amended at the end of Article 18 of
Chapter 3:
(iv) According to the approval by the securities administration
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authority of the State Council, 113,600,000 internal staff shares were
listed and traded on the Shenzhen Stock Exchange on 26th January, 1 999
and became publicly listed shares representing 13.014% of the total
share capital of the Company.
The share structure of the Company is 873,370,000 ordinary shares, of
which 450,520,000 domestic shares are held by Northeast Electrical
Transmission & T ransformation Equipment Group Corporation, the
promoter of the Company, 257,950,000 overseas listed foreign shares
are held by holders of overseas listed shares, 143,600,000 domestic
shares are held by public shareholders of domestically listed shares,
and 21,300,000 domestic shares are held by corporations inside the PRC.
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