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Bloks Group Limited Proxy Solicitation & Information Statement 2009

May 25, 2009

49127_rns_2009-05-25_961f7228-161f-4a82-8f0b-46f4993f076c.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability) (Stock Code: 182)

FORM OF PROXY

No. of shares to which this form of proxy relates (Note 1)

I/We (Note 2)

of

being the

registered holder(s) of shares of HK$0.01 each (“Share(s)”) in the share capital of CHINA WINDPOWER GROUP LIMITED (the “Company”) hereby appoint (Note 3) the Chairman of the Special General Meeting (the “Meeting”) or

or failing him

of

as my/our proxy/proxies to attend and act for me/us at the Meeting (and any adjournment thereof) to be held at 10:00 a.m. on 11 June 2009, Thursday, at Unit 3901, Fast East Finance Centre, 16 Harcourt Road, Admiralty, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modifications, the resolutions set out in the notice convening the Meeting and at the Meeting (and any adjournment thereof) to vote for me/us and in my/our names(s) in respect of the resolutions as indicated below:

ORDINARY RESOLUTIONS

For (Note 4) Against (Note 4)

  1. To approve, confirm and ratify the contract dated 10 April 2009 (the “JV Contract”) entered into by 協 合風電投資有限公司 (Century Concord Wind Power Investment Ltd.), a wholly-owned subsidiary of the Company (together with its subsidiaries, the “Group”), and 遼寧能源投資(集團)有限責任公司 (“Liaoning Energy”), pursuant to which 協合風電投資有限公司 and Liaoning Energy shall jointly establish the joint venture 阜新千佛山風力發電有限責任公司 at Zhangwu, Fuxin, Liaoning province, the PRC, and the transactions contemplated thereunder, and to authorise director(s) of the Company to do all such acts and things, to sign and execute all such further documents in connection with the transactions under the JV Contract.

  2. To approve, confirm and ratify the formation of five joint ventures (the “New Joint Ventures”) in Fuxin, Liaoning province, the PRC jointly by Liaoning Energy and the Group pursuant to the framework agreement dated 5 May 2009 entered into by the Company and Liaoning Energy (the “Framework Agreement”), and the transactions contemplated thereunder, and to authorise director(s) of the Company to do all such acts and things, to sign and execute all such further documents in connection with the transactions under the Framework Agreement in relation to the formation of the New Joint Ventures.

  3. To approve, confirm and ratify the possible grant of the guarantees by Liaoning Energy in respect of the external borrowings of the joint ventures (the “Joint Ventures”) jointly established/to be jointly established by the Group and Liaoning Energy and the possible grant of the counter indemnities by the Group to Liaoning Energy with the pledge of the Group’s equity interests in the Joint Ventures to Liaoning Energy as security (the “Guarantees and Counter Indemnities”) pursuant to the Framework Agreement, and the transactions contemplated thereunder, and to authorise director(s) of the Company to do all such acts and things, to sign and execute all such further documents in connection with the transactions under the Framework Agreement in relation to the Guarantees and Counter Indemnities.

  4. To approve, confirm and ratify the prospective provision of services (including wind power engineering, procurement and construction, manufacturing of wind tower tubes, wind power facilities design and maintenance) by the Group to Liaoning Energy and its associates (including the Joint Ventures) (the “Provision of Services”) and the proposed annual caps (the “Caps”) in relation to the Provision of Services for each of the three financial years ending 31 March 2010, 31 March 2011 and 31 March 2012 pursuant to the Framework Agreement, and the transactions contemplated thereunder, and to authorise director(s) of the Company to do all such acts and things, to sign and execute all such further documents in connection with the transactions under the Framework Agreement in relation to the Provision of Services and the Caps.

Date this day of 2009. Signature (Note 5)

Notes:

  1. Please insert the number of shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated.

  3. If any proxy other than the Chairman of the Meeting is preferred, delete words “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR” IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

  5. This instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of any officer, attorney or other person authorised to sign the same.

  6. In order to be valid, this form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  7. Where there are joint holders of any shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders present at the Meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the register of members of the Company in respect of the joint holding.

  8. Any shareholder entitled to attend and vote at the Meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.

  9. Any alteration made to this form of proxy must be initialed by the person who signs it.

  10. Completion and deposit of the form of proxy will not preclude you from attending and voting in person at the Meeting convened or any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.

  11. For identification purpose only