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China Kingstone Mining Holdings Limited Proxy Solicitation & Information Statement 2012

Apr 19, 2012

49888_rns_2012-04-19_07352273-4f91-4d1a-a7c7-5587edfccf29.pdf

Proxy Solicitation & Information Statement

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China Kingstone Mining Holdings Limited 中 國 金 石 礦 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1380)

PROXY FORM FOR 2012 ANNUAL GENERAL MEETING

I/We[(Note][1)] of

being the registered holder(s) of share(s)[(Note][2)] of HK$0.10 each (the ‘‘Share’’) in the issued share capital of CHINA KINGSTONE MINING HOLDINGS LIMITED (the ‘‘Company’’) hereby appoint the Chairman of the annual general meeting of the Company (the ‘‘Meeting’’) or failing him/her[(Note][3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at 3:00 p.m. on Tuesday, 22 May 2012 at Taishan Room, Level 5, Island Shangri-la Hotel, Pacific Place, Supreme Court Road, Central, Hong Kong (or at any adjournment thereof), in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

RESOLUTIONS For (Note 4) Against (Note 4)
1. To receive, consider and, if thought fit, adopt the audited consolidated financial statements and the
reports of the directors of the Company (the ‘‘Directors’’) and the auditors of the Company and its
subsidiaries for the year ended 31 December 2011.
2. (a) To consider and, if thought fit, re-elect Ms. Chen Tao as an executive Director.
(b) To consider and, if thought fit, re-elect Mr. Lin Yuhua as an executive Director.
(c) To consider and, if thought fit, re-elect Mr. Liao Yuanshi as an executive Director.
(d) To consider and, if thought fit, re-elect Mr. Xiong Wenjun as an executive Director.
(e) To consider and, if thought fit, re-elect Mr. Deng Huiqing as an independent non-executive
Director.
(f) To consider and, if thought fit, re-elect Mr. Chu Ho Hwa, Howard as an independent non-
executive Director.
(g) To consider and, if thought fit, re-elect Mr. Liu Yuquan as an independent non-executive
Director.
3. To consider and, if thought fit, authorise the board of Directors to fix the remuneration of the
Directors.
  1. To consider and, if thought fit, re-appoint the auditors of the Company and to authorise the board of Directors to fix their remuneration.

  2. To consider and, if thought fit, grant a general mandate to the Directors to allot, issue and deal with shares of the Company not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.

  3. To consider and, if thought fit, grant a general mandate to the Directors to purchase shares of the Company not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing this resolution.

  4. To consider and, if thought fit, extend the general mandate granted under resolution no. 5 by adding the shares purchased pursuant to the general mandate granted by resolution no. 6.

Date:

Signature:[(note][5)]

Notes:

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

  2. Please insert the number of Shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the issued share capital of the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, delete the Chairman of the annual general meeting of the Company and insert the name and address of the desired proxy in the space provided. (ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.)

  4. IMPORTANT:AGAINST ANYIFRESOLUTION,YOU WISH TOTICKVOTETHEFORBOXANYMARKEDRESOLUTION,‘‘AGAINSTTICK’’. FailureTHE APPROPRIATEto tick a box willBOXentitleMARKEDyour proxy‘‘FORto cast’’. IFyourYOUvoteWISHor abstainTO VOTEat his discretion. 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 convening the meeting.

  5. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

  6. In the case of joint registered holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.

  7. Inpower17MorderFloor,oftoattorneybeHopewellvalid,orthisauthority,Centre,form183ofmustproxyQueenbetogether’depositeds Road withEast,at thetheWanchai,powerCompanyofHong’attorneys branchKongornotshareotherlessregistrarauthoritythan 48inhours(ifHongany)beforeKong,undertheComputersharewhichtime fixedit is signed,forHongholdingorKonga notariallythe InvestormeetingcertifiedServicesor any copyadjournmentLimitedof suchat thereof.

  8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting if you so wish, in which case this form of proxy shall be deemed to be revoked.