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China BlueChemical Ltd. — Proxy Solicitation & Information Statement 2009
Dec 21, 2009
50936_rns_2009-12-21_b5b1b376-9ed9-4116-9edd-344811a7b6be.pdf
Proxy Solicitation & Information Statement
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 3983)
PROXY FORM FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON 7 FEBRUARY 2010
Number of shares related to H Shares/Domestic this proxy form[(note][1)] Shares/Unlisted Foreign Shares[(note][2)]
I/(We)[(note][3)] of
being the holder(s) of[(note][2)] H Share(s)/Domestic Share(s)/Unlisted Foreign Share(s) of China BlueChemical Ltd. (the ‘‘Company’’) now appoint[(note][4)] (I.D. No.: ) of or failing him, the Chairman of the meeting as my (our) proxy to attend and vote for me (us) on the resolutions in accordance with the instructions below and on my (our) behalf at the Extraordinary General Meeting (‘‘EGM’’) to be held at 10: 00 a.m. on Sunday, 7 February 2010 at the Conference Room, 3rd Floor, CNOOC Office Building-B, No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China for the purpose of considering and, if thought fit, passing those resolutions as set out in the notice convening the said meeting.
Special Resolution For[(note][5)] Against[(note][5)]
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To approve the proposed amendments to the articles of association of the Company as set out in the circular of the Company dated 21 December 2009, and to authorize the Board to deal with on behalf of the Company the relevant filing and amendments (where necessary) procedures and other related issues arising from the amendments to the articles of association of the Company; Ordinary Resolutions
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Conditional upon Resolution No. 1 as set out in the notice dated 21 December 2009 of this meeting being passed, to approve the Company to send or supply Corporate Communications to its holders of H Shares (in relation to whom the conditions set out below are met) by making such Corporate Communications available on the Company’s own website and to authorize the Directors to sign all such documents and/or do all such things which the Directors may consider necessary or expedient and in the interest of the shareholders and the Company for the purpose of effecting or otherwise in connection with the Company’s proposed communication with its holders of H Shares through the Company’s website.
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To approve the assessment results under the H-Share Appreciation Rights Scheme.
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Date: 2009/2010 Signature: (note 4) Notes: (1) Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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(2) Please insert the type of shares (domestic shares or H shares or unlisted foreign shares) to which the proxy relates.
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(3) Please insert the full name(s) (in Chinese or in English, as shown in the register of members) and registered address(es) in BLOCK LETTERS. (4) A shareholder entitled to attend and vote at the meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. Where a shareholder has appointed more than one proxy to attend the meeting, such proxies may only vote on a poll. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorized in writing. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its attorney or duly authorized attorney(s). If that instrument is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other authorization document must be notarized. To be valid, the proxy form together with the power of attorney or other authorisation document (if any) must be deposited at the Office of the Secretary to the Board of Directors of the Company (Address: No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China) (in respect of holders of domestic shares or unlisted foreign shares) not less than 24 hours before the time fixed for holding the meeting. In order to be valid, the said documents together must be lodged at the Company’s H share registrar within the abovementioned period by holders of H shares. Completion and return of the proxy form will not preclude a shareholder from attending and voting in person at the meeting if she/he so wishes. The H share registrar of the Company is Computershare Hong Kong Investor Services Limited, whose address is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
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(5) IMPORTANTRESOLUTION,: IFTICKYOUINWISHTHETOBOXVOTEMARKEDFOR ANY‘‘AGAINSTRESOLUTION,’’. FailureTICKto tickINtheTHEbox BOXwill entitleMARKEDyour proxy‘‘FOR’’.to IFcastYOUyourWISHvote atTOhisVOTEdiscretion.AGAINSTYour proxyANY will also be entitled to vote at his discretion on any resolutions properly put to the EGM other than those referred to in the notice convening the EGM.
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(6) Shareholders who intend to attend the meeting in person or by proxy should return the reply slip in person, by post or by fax to the Office of the Secretary to the Board of Directors of the Company (for holders of domestic shares or unlisted foreign shares) or Computershare Hong Kong Investor Services Limited (for holders of H shares) at least 20 days before the EGM, being Monday, 18 January 2010. The Company’s Office of the Secretary to the Board of Directors of the Company is No. 98 Guanhai Road, Longhua District, Haikou, Hainan Province, the People’s Republic of China (Tel: 0086-898-6852-3256, Fax: 0086-8986852-3259, Post code: 570105). The address of Computershare Hong Kong Investor Services Limited is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
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(7) The Company’s registers of members will be closed from Friday, 8 January 2010 to Sunday, 7 February 2010, both days inclusive, during which period no transfer of shares will be effected. Shareholders of the Company whose names appear on the registers of members of the Company before the close of business hours on Thursday, 7 January 2010 are entitled to attend the EGM and to vote in the meeting. In order to qualify to attend and vote in the meeting, holders of H shares of the Company whose transfers have not been registered shall deposit the transfer documents together with the relevant share certificates at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited at or before 4: 30 p.m. on Thursday, 7 January 2010. The address of Computershare Hong Kong Investor Services Limited is Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.
(8) Shareholders or their proxies must present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy must also present copies of his/her Proxy Form, or copies of appointing instrument and power of attorney, if applicable.
(9) The EGM is expected to last not more than one day. Shareholders or proxies attending the EGM are responsible for their own transportation and accommodation expenses.
- For identification purpose only