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Beijing Beida Jade Bird Universal Sci-Tech Company Limited — Proxy Solicitation & Information Statement 2007
Jun 11, 2007
51266_rns_2007-06-11_78644105-b55a-4f56-91d0-cd90b5325954.pdf
Proxy Solicitation & Information Statement
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北京北大青鳥環宇科技股份有限公司 BEIJING BEIDA JADE BIRD UNIVERSAL SCI-TECH COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 8095)
Proxy Form for Special General Meeting to be held on Friday, 3 August 2007 (or at any adjournment thereof)
No. of shares to which this Proxy relates[2] Type of Shares (Promoters’ Shares or H Shares) to which this Proxy relates[2]
I/We[1] (of ) being the registered holder(s) of Promoter Share(s)/H Share(s)[3] of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (the “ Company ”) HEREBY APPOINT the Chairman of the Special General Meeting or[4] (of ) as my/our proxy at the Special General Meeting (the “ SGM ”) (and at any adjournment thereof) of the Company to be held at Room 3104, 3rd Floor, Beida Jade Bird Building, No. 207 Chengfu Road, Haidian District, Beijing 100871, the PRC at 10:00 a.m. on Friday, 3 August 2007 for the purpose of considering and if thought fit, passing the ordinary resolutions as set out in the Notice convening the SGM dated Monday, 11 June 2007 and at the SGM (or at any adjournment thereof) to vote on my/our behalf in respect of the ordinary resolutions as directed below:–
For[5] Against[5]
| For5 | Against5 | |
|---|---|---|
| Ordinary Resolution 1 –(a)To approve, ratify and confirm certain amendments to the terms of a SecuritiesLending Transaction Confirmation in connection with a Global Master SecuritiesLending Agreement (as supplemented by a Schedule) (together, the “SecuritiesLending Agrement”), both dated 15 December 2006 and entered into betweenBeida Jade Bird Universal Sci-Tech (Cayman) Development Company Limited(“JBU Development”), a wholly-owned subsidiary of the Company and NexgenCapital Limited (“NCL”) pursuant to a letter agreement (“Supplemental LetterAgreement”) dated 18 May 2007 and entered into between JBU Developmentand NCL | ||
| (b)To approve, ratify and confirm the acts of the board of directors of the Companyon behalf of the Company for the purpose of or in connection with theimplementation and completion of the Supplemental Letter Agreement and thetransactions thereunder | ||
| Ordinary Resolution 2 –(a)To approve, ratify and confirm the granting of call options on 161,944,000ordinary shares of Semiconductor Manufacturing International Corporation byJBU Development to NCL expiring on the date falling two scheduled tradingdays before 18 June 2010 pursuant to an ISDA Master Agreement, assupplemented by a schedule, and a Share Options Transaction Confirmation, alldated 18 May 2007 and entered into between JBU Development and NCL(together, the “Share Options Agreement”) | ||
| (b)To approve, ratify and confirm the acts of the board of directors of the Companyon behalf of the Company for the purpose of or in connection with theimplementation and completion of the Share Options Agreement and thetransactions thereunder |
Signed this
day of , 2007
Signature(s)
Holder(s) of Promoter Shares or H Shares
Notes:
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Full name(s) (in Chinese and English) and registered address(es) (as shown in the register of members) to be inserted in BLOCK LETTERS .
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Please insert the number of Promoter Shares or H Shares relates to this proxy form. If no number is inserted, this proxy form will be deemed to relate to all such shares in the capital of the Company registered in your name(s).
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Please delete as appropriate.
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A proxy need not be a member of the Company. A holder of Promoter Shares or H Shares is entitled to appoint a proxy to attend and, in the event of a poll, vote in his stead. If such an appointment is made, you may delete the words “the Chairman of the Special General Meeting or” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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Please indicate with a “✓” in the appropriate space how you wish the proxy to vote on your behalf on a poll. If this form is returned duly signed, but without any such indication, the proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to in the Notice convening the SGM.
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In the case of joint holders, the vote of the senior who tenders as vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.
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This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer or attorney duly authorised.
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To be valid, this proxy form together with any power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited with (for the holders of H Shares) the Company’s H share registrar in Hong Kong, Hong Kong Registrars Limited at 46TH FLOOR, HOPEWELL CENTRE, 183 QUEEN’S ROAD EAST, HONG KONG or (for the holders of Promoter Shares) the Company’s place of business in Beijing at 3RD FLOOR, BEIDA JADE BIRD BUILDING, NO. 207 CHENGFU ROAD, HAIDIAN DISTRICT, BEIJING 100871, PRC not less than 24 hours before the time appointed for holding the SGM or any Adjournment thereof.
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Completion and delivery of the proxy form will not preclude you from attending and voting at the SGM if you so wish.
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The description of these resolutions are by way of summary only. The full text appears in the Notice of SGM dated Monday, 11 June 2007.