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Central China Securities Co., Ltd. — Proxy Solicitation & Information Statement 2015
Jul 24, 2015
49885_rns_2015-07-24_fb239133-637d-4abc-9c86-9d29e13cc869.pdf
Proxy Solicitation & Information Statement
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Central China Securities Co., Ltd.
(a joint stock company incorporated in 2002 in Henan Province, the People’s Republic of China with limited liability under the Chinese corporate name “ ” and carrying on business in Hong Kong as “ ”)
(Stock Code: 01375)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 10 SEPTEMBER 2015 AND ANY ADJOURNMENT
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Number of shares and the relevant class of shares to which this form of proxy relates (domestic shares/ H shares)[(] [Note][1][)]
I/We, [(Note][2)] of (address) being the holder(s) of domestic shares/ H shares [(Note][3)] of RMB1.00 each in the share capital of Central China Securities Co., Ltd. (the “ Company ”), hereby appoint the Chairman of the meeting (Note 4)
or
of (address)
as my/our proxy(ies) to attend the extraordinary general meeting (the “ EGM ”) of the Company to be held at 9:00 a.m. on 10 September 2015 (Thursday) at Conference Room, 17th Floor, Zhongyuan Guangfa Finance Building, No. 10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, the PRC or any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions set out in the notice of EGM as hereunder indicated on behalf of me/us, or if no such indication is given, as my/our proxy(ies) thinks fit.
| ORDINARY RESOLUTIONS | ORDINARY RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | |||||
|---|---|---|---|---|---|---|---|---|---|
| 1. To consider and approve the appointment of |
Mr. Jian Mingjun to be the Director of the | ||||||||
| Fifth Board for a term | of three years; | ||||||||
| 2. To consider and approve the appointment of Mr. Zhou Xiaoquan to be the Director of |
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| the Fifth Board for a term of three years; | |||||||||
| 3. To consider and approve the appointment of Mr. Yuan Shunxing to be the Director of |
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| the Fifth Board for a term of three years; | |||||||||
| 4. To consider and approve the appointment of Mr. Wang |
Lixin to be the Director of the | ||||||||
| Fifth Board for a term | of three years; | ||||||||
| 5. To consider and approve the appointment of |
Mr. Zhang | Qiang to be the Director of the | |||||||
| Fifth Board for a term | of three years; | ||||||||
| 6. To consider and approve the appointment of Mr. Zhang Xiaoqi to be the Director of |
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| the Fifth Board for a term of three years; | |||||||||
| 7. To consider and approve the appointment of Mr. Yu Zeyang |
to be the Director of the | ||||||||
| Fifth Board for a term | of three years; | ||||||||
| 8. To consider and approve the appointment of Mr. Zhu |
Shanli to | be the independent | |||||||
| non-executive Director of the Fifth Board for a term of three years; | |||||||||
| 9. To consider and approve the appointment of Mr. Yuan Dejun to |
be the independent | ||||||||
| non-executive Director of the Fifth Board for a term of three years; | |||||||||
| 10. To consider and approve the appointment of Mr. Yuen Chi Wai to |
be the independent | ||||||||
| non-executive Director of the Fifth Board for a term of three years; | |||||||||
| 11. To consider and approve the appointment of Mr. Ning Jincheng to |
be the independent | ||||||||
| non-executive Director of the Fifth Board for a term of three years; | |||||||||
| 12. To consider and approve the appointment of Mr. Lu Zhili to |
be the Supervisor | ||||||||
| (non-employee representative Supervisor) of the Fifth | Supervisory Committee for a | ||||||||
| term of three years; | |||||||||
| 13. To consider and approve the appointment of Mr. Wang |
Jinchang to be the Supervisor | ||||||||
| (non-employee representative Supervisor) of the Fifth | Supervisory Committee for a | ||||||||
| term of three years; | |||||||||
| 14. To consider and approve the appointment of Mr. Yan Changkuan to be the Supervisor |
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| (non-employee representative Supervisor) of the Fifth | Supervisory Committee for a | ||||||||
| term of three years; | |||||||||
| 15. To consider and approve the appointment of Mr. Cui Yuanfeng to be the Supervisor |
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| (non-employee representative Supervisor) of the Fifth | Supervisory Committee for a | ||||||||
| term of three years; | |||||||||
| 16. To consider and approve the appointment of Ms. Xiang Siying to |
be the independent | ||||||||
| Supervisor (non-employee representative | Supervisor) of | the | Fifth Supervisory | ||||||
| Committee for a term of three years; | |||||||||
| 17. To consider and approve the appointment |
of Ms. Li Jieying to | be the independent | |||||||
| Supervisor (non-employee representative | Supervisor) of | the | Fifth Supervisory | ||||||
| Committee for a term of three years; | |||||||||
| 18. To consider and approve theproposed allowance for the independent Supervisors;and |
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| 19. To consider and approve the amendments to the Rules |
of Procedures for the | ||||||||
| Supervisory Committee (details of which are set out in the | circular of the Company | ||||||||
| dated 27 July 2015). |
| SPECIAL RESOLUTIONS | FOR(Note 5) | AGAINST(Note 5) | AGAINST(Note 5) | AGAINST(Note 5) | ABSTAIN(Note 5) | ||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | The proposed amendment to the Articles of Association be approved and confirmed | ||||||||
| (details of which are set out in the circular of the Company dated 27 July 2015), and | |||||||||
| the Board be authorized to revise the wordings of such amendment as appropriate (no | |||||||||
| approval from Shareholders is required for such revision), and execute relevant | |||||||||
| documents and/or take all relevant actions as it considers necessary or expedient and | |||||||||
| in the interest of the Company to effect the proposed amendments, comply with the | |||||||||
| PRC laws and regulations and meet the requirements of the relevant regulatory | |||||||||
| authorities of the state (if any); and deal with other matters arising from the | |||||||||
| amendment to the Articles of Association. | |||||||||
| 2. | To approve the issuance of the Onshore and Offshore Debt Financing Instruments, | ||||||||
| subject to the Measures for the Risk Control Indexes of Securities Companies and the | |||||||||
| Internal Prudential Risk Indicators of the Company. | |||||||||
| 3. | To approve the proposal for the issuance of Onshore and Offshore Debt Financing | ||||||||
| Instruments. | |||||||||
| 4. | To approve the proposal to authorize the Board in respect to the issuance of the | ||||||||
| Onshore and Offshore Debt Financing Instruments, including agreeing that the Board | |||||||||
| in turn authorizes the chairman and the president of the Company. | |||||||||
| Date: | day of 2015 Signature: |
(Note 6) |
Notes:
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Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates and the relevant class of shares. 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) (whether alone or jointly with others).
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Please insert the full name(s) and address(es) as registered in the register of members of the Company in block letters.
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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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If any proxy other than the Chairman of the meeting of the Company is preferred, please strike out the words “the Chairman of the meeting or” and insert the name of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf. A proxy need not be a shareholder of the Company. Any alteration made to this form of proxy must be initialed by the person who signs it.
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Important: If you wish to vote for any resolution, please put a tick in the box marked “FOR” or insert the number of shares held by you. If you wish to vote against any resolution, please put a tick in the box marked “AGAINST” or insert the number of shares held by you. If you want to abstain from voting on any resolution, please put a tick in the box marked “ABSTAIN” or insert the number of shares held by you. If no direction is given, your proxy may vote as he/she thinks fit.
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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, must be either executed under its common seal or under the hand of its director or attorney or other officer duly authorized. In case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members of the Company.
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If an attending shareholder or proxy casts a vote of abstention or abstains from voting in respect of a resolution, the share(s) represented by that shareholder or proxy will be deemed not to be carrying voting rights with respect to that resolution. In that event, this form of proxy will be deemed to have been revoked.
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To be valid, this form of proxy and, if such proxy is signed by a person on behalf of the appointer pursuant to a power of attorney or other authority, a notarial copy of that power of attorney or other authority must be delivered, for holders of H shares of the Company, to the Company’s H shares registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or for holders of domestic shares of the Company, to the head office of the Company in the PRC at No.10 Shangwu Waihuan Road, Zhengdong New District, Zhengzhou, Henan Province, China not less than 24 hours before the time appointed for the holding of the EGM (or any adjournment thereof) or for taking the poll.