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China COSCO Holdings Company Limited*(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 1919) Form of proxy for the extraordinary general meeting to be held on 28 February 2012I/We (note 1) of being the registered holder(s) of (note 2) shares of RMB1.00 each in the share capital of China COSCO Holdings Company Limited (the "Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (note 3) of
as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company to be held at 10:00 a.m. on Tuesday, 28 February 2012 at Conference Room, 47th Floor, COSCO Tower, 183 Queen's Road Central, Hong Kong and Conference Center, Ocean Plaza, 158 Fuxingmennei Avenue, Xicheng District, Beijing, the PRC (the "Meeting") (and at any adjournment of it) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment of it) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below.
ORDINARY RESOLUTIONS | For (notes 4 and 5) (By way of cumulative voting)(Please insert the number of votes) | Against (notes 4 and 5) (By way of cumulative voting)(Please insert the number of votes) | Abstain (notes 4 and 5) (By way of cumulative voting)(Please insert the number of votes) | |
1. | To elect the following directors of the Company and to authorise the board of directors of the Company (the "Board") to enter into service contracts with each of the newly elected directors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters: | |||
(i) Mr. Li Yunpeng | ||||
(ii) Mr. Jiang Lijun | ||||
2. | To elect the following supervisors of the Company and to authorise the Board to enter into service contracts with each of the newly elected supervisors of the Company subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters: | |||
(i) Mr. Song Dawei | ||||
(ii) Dr. Zhang Jianping |
Date: Signature(s) (note 6):
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK
CAPITALS .
2. Please insert the class and number of shares registered in
the name(s) to which this proxy relates. If no number is
inserted, this form of proxy will be deemed to relate to all
shares of the Company registered in your name(s).
3. If any proxy other than the Chairman of the Meeting is
preferred, please strike out the words "THE CHAIRMAN OF THE
MEETING or" and insert the name and address of the proxy
desired in the space provided. A shareholder may appoint one
or more proxies to attend and vote in his stead. ANY
ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY
THE PERSON WHO SIGNS IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE
TICK THE BOX MARKED ''FOR'' BESIDE THE APPROPRIATE
RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION,
PLEASE TICK THE BOX MARKED ''AGAINST'' BESIDE THE APPROPRIATE
RESOLUTION . IF YOU WISH TO ABSTAIN FROM VOTING ON ANY
RESOLUTION, PLEASE TICK THE BOX MARKED "ABSTAIN" BESIDE THE
APPROPRIATE RESOLUTION. Any shares voted as "abstain" will be
counted in the calculation of the required majority. If no
direction is given, your proxy may vote or abstain at his
discretion. Your proxy will also be entitled to vote at his
discretion on any resolution properly put to the Meeting
other than those referred to in the notice convening the
Meeting.
5. Please note that, according to Article 110 of the
Articles, the method of cumulative voting will be adopted for
the election of directors and supervisors. Under this method,
when two or more directors or supervisors are being nominated
for election, for any share held by the shareholders, they
will have the same number of votes which equals to the total
number of directors to be elected. Shareholders may cast all
their votes on a particular candidate or on multiple
candidates. When you fill in the blanks entitled "Cumulative
Voting", please fill them in accordance with the following
instructions:
(i) In relation to resolution numbers 1 and 2, for every
share held by you, you will have the same number of voting
rights which equals to the number of directors to be elected.
For instance, if you are holding 1 million shares and 2
directors will be elected at the general meeting, the
aggregate number of votes which you will have will be 2
million (i.e. 1 million shares x
2 = 2 million voting shares).
(ii) Please fill in the sections entitled "For" and/or
"Against" and/or "Abstain" with the number of votes you
intend to cast on each candidate. Please note that you may
cast your votes on every candidate provided that the total
number of votes which you cast do not exceed the number of
votes to which you are entitled; cast all your votes which
represent the total number of shares held by you multiplied
by the total number of directors or supervisors to be elected
on one candidate; or cast your votes which represent the
total number of shares held by you multiplied by the total
number of directors or supervisors to be elected on certain
candidates. For example, if you are holding 1 million shares,
the number of your votes regarding the resolutions 1 is 2
million. You may choose to cast the 2 million votes equally
amongst the 2 candidates (For or Against), or to cast all
your votes on a single candidate (For or Against).
(iii) When the total votes, represented by the shares held by
you multiplied by the number of directors or supervisors to
be elected, are used up after voting for some of the
candidates, you will have no votes remaining to be cast on
other candidates. i.e., the total number of both of your
"For" and "Against" votes cast shall not exceed the aggregate
number of votes to which you are entitled.
(iv) Please note that when the total votes cast by you on
some candidates exceeds the total votes to which you are
entitled, all the votes cast will become invalid and be
regarded as abstain votes; when the total votes cast by you
for some candidates are less than the total votes to which
you are entitled, the votes are valid and the remaining votes
will be regarded as abstain votes. For example, if you are
holding 1 million shares, the number of your votes regarding
the resolution number 1 is 2 million: (a) if you fill in the
"For" or "Against" or "Abstain" of "cumulative voting" under
a particular candidate with "2 million shares", you have used
up all the votes to which you are entitled, which results in
you having no votes for the remaining
1 candidate. Should you fill in the blanks under the
resolution number 1 with any number of shares (other than 0),
all your votes on resolution 1 will be invalid; or (b) if you
fill in the "For" (or "Against") or "Abstain" of "cumulative
voting" under candidate A with "1 million shares", the 1
million of votes cast by you are valid and the remaining 1
million of votes will be regarded as abstain votes.
(v) Where the "For" votes cast for a particular candidate are
more than half of the total number of shares held by all
shareholders attending (before cumulation) and where the
"For" votes exceed the "Against" votes, the candidate in
question will be considered to have won the votes. If the
number of candidates who have won the votes exceed the number
of directors to be elected, the candidates who obtained more
"For" votes should be elected (if some nominees who obtain
relatively less "For" votes obtain the same number of "For"
votes and election of them will result in the directors to be
elected exceeding the number of directors to be elected, such
nominees will not be regarded as having won the votes); Where
the elected directors at the shareholders general meeting are
less than directors to be elected, new rounds of voting are
required to be held for election of the remaining directors
until the number of directors to be elected are
fulfilled.
(vi) When a new round of director or supervisors election is
held pursuant to the (v) above, the calculation of cumulation
should be based on the directors or supervisors to be elected
during the round of election in question.
6. This form of proxy must be signed by you or your attorney
duly authorised in writing. In the case of a corporation,
this form of proxy must be either under its common seal or
under the hand of its director(s) or duly authorised
attorney(s). If this form of proxy is signed by an attorney
of the shareholder, the power of attorney authorising that
attorney to sign or other authorisation document must be
notarised.
7. In order to be valid, this form of proxy together with the
power of attorney or other authorisation document (if any)
must be deposited at the Company's H share registrar,
Computershare Hong Kong Investor Services Limited (address:
17M Floor, Hopewell Center, 183 Queen's Road East, Wanchai,
Hong Kong) for holders of H shares not less than 24 hours
before the time appointed for the holding of the Meeting or
any adjournment of it (as the case may be). Completion and
return of a form of proxy will not preclude you from
attending and voting in person at the Meeting if you so
wish.
8. Shareholders or their proxies attending the Meeting shall
produce their identity documents.
9. A proxy need not be a member of the Company but must
attend the Meeting in person to represent you.
* The Company is registered as a non-Hong Kong company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) under its Chinese name "????????????"
and its English name "China COSCO Holdings Company Limited".
distribué par | Ce noodl a été diffusé par China COSCO Holdings Company Limited et initialement mise en ligne sur le site http://www.chinacosco.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-10 02:46:15 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
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Form of proxy for the extraordinary general meeting to be held on 28 February 2012 |