6 Jun 2013 14:40
NOTICE OF ANNUAL GENERAL MEETING
NORTHWEST INVESTMENT GROUP LTD
(Incorporated in British Virgin Islands with registered number 1500784)
NOTICE IS HEREBY GIVEN that the 2013 Annual General Meeting of Northwest Investment Group Ltd (the "Company") will be held at VIP Room 2, F/20, Tower B, Yicheng International Centre, 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C., on 30 June 2013 at 17:00 (Beijing time) to consider and, if thought fit, to approve the following resolutions:
RESOLUTIONS OF MEMBERS
1. To receive and adopt the audited annual report and accounts for the year ended 31 December 2012
2. To reappoint UHY Hacker Young LLP as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the next Annual General Meeting and to authorise the Directors to fix the remuneration of the auditors
3. Subject to our approval of a plan of liquidation of the Company when it is presented, to wind up and liquidate the Company as no investments have been made within the three (3) year period of the admission document of the Company being published on the 3 June 2010.
4. If resolution 3 above is not passed to approve the Company's investment policy as set out in the appendix to this notice of annual general meeting.
BY ORDER OF THE BOARD
Kaifeng Li
Chairman
6 June 2013
Registered Office: Sea Meadow House, Blackburne Highway, (P.O. Box 116), Tortola, British Virgin Islands.
A copy of the Annual Report and Notice of AGM have been posted to shareholders and will shortly be made available on the Company's website http://www.northwestinv.com/
Notes:
1. REGISTER OF MEMBERS AND ELIGIBILITY FOR ATTENDING THE AGM
Only those Shareholders registered on the register of members of the Company at 5pm BST on 28 June 2013 shall be entitled to attend and vote at the Meeting in respect of the number of shares registered in their name at that time. Changes to the register of members after 5pm BST on 28 June 2013 shall be disregarded in determining the rights of any person to attend and vote at the Meeting.
2. PROXY AND FORM OF DIRECTION
A Shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and, vote on behalf of that Shareholder. Where a Shareholder appoints more than one proxy, the Form of Proxy shall state which proxy is entitled to vote on a show of hands. A proxy need not be a member of the Company. A Form of Proxy for use at the Meeting is enclosed. Whether or not you propose to attend the Meeting in person, you are strongly advised to complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and then send it to, or deposit it (together with any power of attorney or other authority under which it is signed or a notarially certified copy of that power or authority) at the offices of the Company at F/20, Tower B, Yicheng International Centre, No. 10 Ronghua Zhonglu, Yizhuang Economy & Technology Development Zone, Beijing, P.R.C. or send it by facsimile to +86 (0)10 8724 6050 in each case marked for the attention of Ms. Sarah Lau so as to arrive no later than 5pm (Beijing Time) on 28 June 2013, or in the case of any adjournment, no later than 48 hours before the time fixed for the holding of the adjourned meeting. If two or more persons are jointly regarded as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose seniority shall be determined by the order in which the names stand on the Company's register of members in respect of the relevant shares. Completion and return of a Form of Proxy will not preclude you from attending and voting in person at the General Meeting or any adjournment thereof in person if you so wish and are entitled to do so.
Holders of Depository Interests should complete the Form of Direction enclosed with their notice of the Meeting and deposit it at Capita Registrars, PXS, The Registry, 34 Beckenham Road, Beckenham, Kent, BR 3 4TU not later than 10:00 am (BST) on 28 June 2013. If you are a holder of Depository Interests and wish to attend and vote at the Meeting you must bring to the Meeting a letter of corporate representation validly executed on behalf of Capita IRG Trustees Limited (the "Depository"). A letter of corporate representation can be obtained on request from the Depository in accordance with the instructions printed on the Form of Direction.
Contact:
Northwest Investment Group Ltd. +86(0)10 8724 6052
Kaifeng Li, Chairman
ZAI Corporate Finance Ltd. +44(0)20 7060 2220
Nomad and Broker
John Depasquale/ Wei Wang
APPENDIX
INVESTMENT POLICY
The Company's objective is to generate an attractive rate of return for Shareholders by taking advantage of opportunities to invest in the hydropower market in Western China. The Directors believe that Western China is relatively underdeveloped and therefore offers an attractive potential opportunity to invest in hydropower energy. The Directors also believe that it is likely that there will be continued governmental support for investment in hydropower projects in this region. The Company is seeking to make a sizeable acquisition before the next annual general meeting in 2014, which most likely would be deemed a Reverse Takeover and therefore would require shareholders' approval. It does not intend to make any other smaller acquisitions or investments before then. The Company will ultimately aim to acquire/invest in up to 2 power-generation projects with a capacity of approximately 200 megawatts. The Directors intend that the construction of these projects would be completed before the next annual general meeting in 2014. Before making an acquisition the Board or an independent third party will carry out a feasibility study report to check the environmental impact and to carry out a relevant profitability analysis for each potential project. The Board will only complete an acquisition if the project is considered environmentally friendly and economically profitable.
The Company will be a value and growth oriented investor, targeting opportunities with the ability for the Company to add value either through its access to capital, its network of contacts or by recruiting high quality personnel. The Company intends to be an "active" investor rather than a "passive" investor.
The Company does not have a fixed life but the Directors undertake to propose a resolution for the winding-up of the Company if no investments are made within four years of Admission. If such resolution is not passed, the Company will continue its operations and a similar resolution will be put to Shareholders each year thereafter if no investments have been made. In addition, pursuant to the AIM Rules for Companies, if the Company has not substantially implemented its investment policy before the next annual general meeting in 2014, the investment policy will be subject to approval by Shareholders at the next annual general meeting and annually thereafter.
As the Company's Investment Policy is, in the first instance, to seek an acquisition which would be deemed a Reverse Takeover and therefore result in the Company ceasing to be an "investing company" for the purposes of the AIM Rules and becoming a holding company of an operating business, it will not be relevant for the Company to undertake periodic reporting of its net asset valuation before such an acquisition is made. Full year and half yearly financial reporting will be undertaken in accordance with the AIM Rules.
The Company has been advised that there are no specific licences, consents or approvals required to carry on the Company's current activities in the BVI. The Company has also been advised that it does not require any specific licences in relation to its current activities in the PRC and that it has reasonable grounds to believe that it can obtain all necessary licences and permits at the relevant time in order to make the proposed acquisition detailed above.
It should be noted that the nature of the Company's activities is speculative and, being dependent on specific investment opportunities, uncertain, accordingly, an investment in the Ordinary Shares is designed only for investors who understand such risks and uncertainties and who can afford to bear the loss of their individual investment.