(A foreign invested joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 03355)Number of Shares related to this proxy form1
Proxy Form for the Extraordinary General MeetingI/We2
of
being the registered holder(s) of H-Share(s)/non-H-Share(s) (please delete as appropriate) of RMB1.00 each in the capital of Advanced
Semiconductor Manufacturing Corporation Limited (the "Company") hereby appoint3
(I.D. No.: ) of / the Chairman of the extraordinary general meeting as my/our proxy to attend and vote for me/us on the following resolutions in accordance with the instruction(s) below and on my/our behalf at the extraordinary general meeting of the Company to be held at Meeting Room,
1st Floor, A Building, Ramada Shanghai Caohejing Hotel, No. 509, Caobao Road, Shanghai, the People's Republic of China at 11:00 a.m. on 20 December 2012 ("EGM") or at any adjournment thereof, for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM, and voting on behalf of me/us under my/our name as indicated below4.
Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 2 November 2012.
Ordinary Resolutions | For | Against | |
1. | To approve the appointment of Mr. PU Hanhu as an Independent Non-executive Director of the third session of the Board with a term of office from the date of the EGM to 1 March 2013, the entering into of the Service Contract for Independent Non-executive Director between the Company and Mr. PU Hanhu, and the fixing of his proposed remuneration. | ||
2. | To approve the appointment of Dr. WANG Qingyu as an Executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Executive Director between the Company and Dr. WANG Qingyu, and the fixing of his proposed remuneration. | ||
3. | To approve the appointment of Dr. CHEN Jianming as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Dr. CHEN Jianming, and the fixing of his proposed remuneration. | ||
4· | To approve the appointment of Mr. Winfried Lodewijk PEETERS as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Mr. Winfried Lodewijk PEETERS, and the fixing of his proposed remuneration. | ||
5. | To approve the appointment of Ms. SHEN Qing as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Ms. SHEN Qing, and the fixing of her proposed remuneration. | ||
6 | To approve the appointment of Mr. David Siu Kee KIANG as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Mr. David Siu Kee KIANG, and the fixing of his proposed remuneration. | ||
7. | To approve the appointment of Mr. ZHU Jian as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Mr. ZHU Jian, and the fixing of his proposed remuneration. | ||
8. | To approve the appointment of Mr. XU Ding as a Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Non-executive Director between the Company and Mr. XU Ding, and the fixing of his proposed remuneration. | ||
9. | To approve the appointment of Mr. James Arthur WATKINS as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director between the Company and Mr. James Arthur WATKINS, and the fixing of his proposed remuneration. |
Ordinary Resolutions | For | Against | |
10. | To approve the appointment of Dr. CHEN Enhua as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director between the Company and Dr. CHEN Enhua, and the fixing of his proposed remuneration. | ||
11. | To approve the appointment of Dr. JIANG Qingtang as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director between the Company and Dr. JIANG Qingtang, and the fixing of his proposed remuneration. | ||
12. | To approve the appointment of Mr. PU Hanhu as an Independent Non-executive Director of the fourth session of the Board with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Independent Non-executive Director between the Company and Mr. PU Hanhu, and the fixing of his proposed remuneration. | ||
13. | To approve the appointment of Ms. XU Chunlei as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor between the Company and Ms. XU Chunlei, and the fixing of her proposed remuneration. | ||
14. | To approve the appointment of Mr. YANG Yanhui as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor between the Company and Mr. YANG Yanhui, and the fixing of his proposed remuneration. | ||
15. | To approve the appointment of Mr. SUN Biyuan as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor between the Company and Mr. SUN Biyuan, and the fixing of his proposed remuneration. | ||
16. | To approve the appointment of Ms. CHEN Yan as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor between the Company and Ms. CHEN Yan, and the fixing of her proposed remuneration. | ||
17. | To approve the appointment of Mr. ZHOU Chengjie as a Shareholders Representative Supervisor of the fourth session of the Supervisory Committee with a term of office from 2 March 2013 to 1 March 2016, the entering into of the Service Contract for Shareholders Representative Supervisor between the Company and Mr. ZHOU Chengjie, and the fixing of his proposed remuneration. | ||
18. | To approve the entering into of the Service Contract for Employee Representative Supervisor between the Company and the Employee Representative Supervisor, and the fixing of his proposed remuneration. | ||
Special Resolution | For | Against | |
19. | To approve the Articles of Association be and hereby amended in the following manner: By deleting the first paragraph of Article 94 in its entirety and substituting it with the following: The Company shall have a board of directors. The board of directors shall consist of eleven (11) directors. Outside directors (meaning directors who do not hold office in the Company hereinafter) shall account for more than one half of the total number of directors, of which at least four shall be independent non-executive directors (meaning directors who are independent from the Company's shareholders and do not hold office in the Company hereinafter). |
Signature(s): Date:
Notes:
1. Please insert the number of Share(s) registered in your
name(s) relating to this form of proxy. If no number is
inserted, this form of proxy will be deemed to relate to all
of the Shares in the capital of the Company registered in
your name(s).
2. Please insert the full name(s) and address(es) in BLOCK
LETTERS.
3. Please insert the name and address of your proxy in BLOCK
LETTERS. If this is left blank, the chairman of the EGM will
act as your proxy. One or more proxies, who may not be
member(s) of the Company, may be appointed to attend and vote
at the EGM provided that such proxies must attend the EGM in
person or on your behalf. Any alteration made to this proxy
form must be signed by the signatory.
5. This proxy form shall be in writing under the hand of the
appointor or his attorney duly authorized in writing. If the
appointor is a legal entity, this form should be executed
either under seal or under the hand of a director or an
authorized person or a duly authorised attorney of the legal
entity.
Please attach a copy of your identity card/passport (if you
are an individual) or a copy of your business license or
certificate of incorporation (if you are a legal entity).
This form of proxy and, if it is signed by a person under a
power of attorney or other authority on behalf of the
appointor, a notarially certified copy of that power of
attorney or other authority shall be deposited at
Computershare Hong Kong Investor Services Limited (in respect
of holders of H-Shares) or at the Company's Board Secretariat
(in respect of holders of non-H-Shares) in person or by post
not less than 24 hours before the time fixed for holding the
EGM or any adjournment thereof (as the case may be). The
address of Computershare Hong Kong Investor Services Limited
is 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan
Chai, Hong Kong. The address of the Company's Board
Secretariat is 385 Hong Cao Road, Shanghai 200233, the
People's Republic of China.
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