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China Communications Construction Company Limited Proxy Solicitation & Information Statement 2012

Dec 30, 2012

50179_rns_2012-12-30_c7daab99-97e0-4050-b054-95325686d1aa.pdf

Proxy Solicitation & Information Statement

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中 國 交 通 建 設 股 份 有 限 公 司 CHINA COMMUNICATIONS CONSTRUCTION COMPANY LIMITED

(A joint stock limited company incorporated in the People’s Republic of China with limited liability) (stock code: 1800)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

Number of shares to which this form of proxy relates[(Note][1)] I/We[(Note][2)] of

being the registered holder(s) of[(Note][3)] H shares in the share capital of China Communications Construction Company Limited (the Company) HEREBY APPOINT the Chairman of the meeting or[(Note][4)]

of

as my/our proxy/proxies: (a) to act for me/us at the extraordinary general meeting of the Company to be held at CCCC Building, 85 De Sheng Men Wai Street, Xicheng District, Beijing, China on 21 February 2013 at 9:00 a.m. (or at any adjournment thereof) (the Meeting) for the purpose of considering and, if thought fit, passing the resolution (the Resolution) as set out in the notice convening the Meeting; and (b) at the Meeting to vote for me/us and in my/our name(s) in respect of the Resolution as hereunder indicated or, if no such indication is given, as my/our voting proxy thinks fit.

SPECIAL RESOLUTION FOR[(Note][5)] AGAINST[(Note][5)] ABSTAIN[(Note][5)]

  1. To consider and approve the issue of the super short-term debentures by the Company: (i) that the Company shall apply to the NAFMII for the issue of the super short-term debentures with an aggregate principal amount not exceeding RMB15 billion in the PRC; and (ii) that the Chairman and any other two executive Directors authorized by the Chairman be authorised to jointly or separately deal with all relevant matters relating to the issue of the super short-term debentures.

Dated this day of 2013

Signature[(Note][6)]

Notes:

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

  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  3. Please insert the total number of shares registered in your name(s).

  4. A member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies of his own choice to attend and vote instead of him. A proxy need not be a member of the Company. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. In the event that two or more persons (other than the Chairman of the Meeting) are named as proxies and the words “the Chairman of the meeting or” are not deleted, those words and references shall be deemed to have been deleted. If you appoint more than one proxy, the voting rights may only be exercised by way of poll.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form, 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 of Extraordinary General Meeting. A tick in the relevant box indicates that the votes attached to all the shares that this form relates will be cast accordingly. The shares abstained will be counted in the calculation of the required majority.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either under seal or under the hand of a director or attorney duly authorised. If this form of proxy is signed by your attorney, the power of attorney or other document of authorisation must be notarised.

  7. In order to be valid, this form of proxy, together with the notarised copy of the power of attorney or other document of authorisation (if any) under which it is signed, for holders of H shares, must be delivered to the Company’s H share registrar, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 24 hours prior to the time for holding the Meeting.

  8. Completion and delivery of a form of proxy will not preclude you from attending and/or voting at the Meeting (or any adjournment thereof) if you so wish. In such event, the instrument appointing a proxy shall be deemed to be revoked.

  9. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON(S) WHO SIGN(S) IT.

  10. In the case of joint registered holders of any shares, any one of such joint registered holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint registered holders is present at the Meeting, personally or by proxy, the vote of the joint registered holder whose name stands first in the Register of Members and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint registered holder(s).