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BBMG Corporation — Proxy Solicitation & Information Statement 2010
Jun 10, 2010
50338_rns_2010-06-10_8fa8df7c-eb8d-4ab3-9d6c-de20ac251107.pdf
Proxy Solicitation & Information Statement
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(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2009)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING
Number of shares to which this form or proxy relates[(Note 1)]
I/We[(note 2)] of[(note 2)]
being the registered holder(s) of[(note 3)]
Domestic Shares/unlisted Foreign Shares/H Shares of RMB1.00 each in the share capital of BBMG Corporation* (the “Company”), HEREBY APPOINT[(note 4)]
of
or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the “Meeting”) of the Company to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Centre, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China at 2:30 p.m. on Tuesday, 27 July 2010 or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolution set out in the notice convening the Meeting and to vote for me/us at the Meeting (or at any adjournment thereof) in respect of the resolution as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof. Unless otherwise indicated, capitalized terms used herein shall have the same meaning as in the circular of the Company dated 11 June 2010 (the “Circular”).
Ordinary Resolution For[(note 5)] Against[(note 5)]
THAT (a) the terms of each of the equity transfer agreements and the asset acquisition agreements all dated 31 May 2010 (the “Agreements”) entered into between the Company, 北京天壇股份有 限公司 (Beijing Tiantan Corporation*), 北京金隅家居有限公司 (BBMG Home Furnishing Co., Ltd.), 北京建機資產經營有限責任公司 (Beijing Jianji Assets Management Co., Ltd.), 北京金 海燕物業管理有限公司 (Beijing Jinhaiyan Property Management Co., Ltd.) or 北京金隅物業管 理有限責任公司 (BBMG Property Management Co., Ltd.) as purchaser (as the case may be) and 北京金隅集團有限責任公司 (BBMG Group Company Limited*), 北京大成房地產開發有限公司 (Beijing Dacheng Property Development Co., Ltd.), 北京金隅資產經營管理有限公司 (BBMG Assets Operation and Management Co., Ltd.), 北京市建築材料銷售中心 (Beijing Building Materials Sales Centre*), 北京建築材料集團總公司實業發展公司 (Beijing Building Materials Group Corporation Industrial & Commerce Development Co., Ltd.), 北京市傢俱公司 (Beijing Furniture Co., Ltd.) or 北京市平谷區水泥二廠有限公司 (Beijing Pinggu No.2 Cement Plant Co., Ltd.*) as vendor (as the case may be), as supplemented by the supplemental agreement dated 9 June 2010 between all parties mentioned above (the “Supplemental Agreement”), in relation to each of the equity acquisitions and the asset acquisitions as set out in the circular of the Company dated 11 June 2010 and all other incidental transactions be and are hereby approved, ratified and confirmed; and (b) the execution of each of the Agreements and the Supplemental Agreement be and is hereby approved, ratified and confirmed and any director of the Company be and is hereby authorized to approve, sign or execute all such documents, instruments and agreements, and to take such steps, as he may consider necessary or appropriate to give effect to or in connection with each of the Agreements and the Supplemental Agreement.
Date:
2010 Signature(s)[(note 6)] :
Notes:
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Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s).
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Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS .
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Please insert the number of shares of the Company registered in your name(s) and delete as appropriate.
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Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .
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Important: If you wish to vote for any resolution, please tick (“3“) the relevant box marked “For”. If you wish to vote against any resolution, please tick (“3“) the relevant box marked “Against”. Failure to tick either box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. 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.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorized in writing.
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Any shareholder of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
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To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the headquarters of the Company at Room 2220, 22nd Floor, Tower D, Global Trade Centre, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100031, the People’s Republic of China (for holders of domestic shares and unlisted foreign Shares), or the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H Shares) as soon as possible and in any event not less than 24 hours before the time for holding of the meeting or appointed time for voting or any adjournment thereof.
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In the case of joint holding, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.
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Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.
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Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish.
- for identification purpose only