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China Kingstone Mining Holdings Limited Proxy Solicitation & Information Statement 2014

May 22, 2014

49888_rns_2014-05-22_c4729a00-838a-48ee-bf42-1aae371f7368.pdf

Proxy Solicitation & Information Statement

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==> picture [58 x 27] intentionally omitted <==

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 THE ANNUAL GENERAL MEETING TO BE HELD ON 25 JUNE 2014

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 10: 00 a.m. on Wednesday, 25 June 2014 at Level 5, Two Exchange Square, 8 Connaught Place, 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.

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RESOLUTIONS For (Note 4) Against (Note 4)
1. To receive, cand the repo onsider and, if thought fit, adopt the audited crts of the directors and of the auditors for the onsolidated finan year ended 31 D cial statements oecember 2013. f the Company
2. To consider and, if thought fit, re-elect Mr. Chung Wai M an as an indepen dent non-executi ve director.
3. To consider and, if thought fit, re-elect Mr. Lam Tin Faat as an independe nt non-executive director.
4. To consider and, if thought fit, re-elect Mr. Zhang Jianzho ng as an executi ve director.
5. To consider and, if thought fit, re-elect Mr. Lu Zhiwei as an independent n on-executive dire ctor.
6. To consider and, if thought fit, authorise the board of dire ctors to fix the r emuneration of t he directors.
7. To consider aand to autho nd, if thought fit, re-appoint ZHONGHUI ANrise the board of Directors to fix their remun DA CPA Limiteeration. d as the auditors of the company
8. To consider athe Companyas at the dat nd, if thought fit, grant a general mandate to tnot exceeding 20% of the aggregate nominal ae of passing this resolution. he directors to almount of the issu lot, issue and deaed share capital l with shares ofof the Company
9. To consider anot exceedingof passing th nd, if thought fit, grant a general mandate to 10% of the aggregate nominal amount of the iis resolution. the directors to ssued share capit purchase shares oal of the Compan f the Companyy as at the date
10. To consider shares purch and, if thought fit, extend the general mandaased pursuant to the general mandate granted te granted under by resolution no resolution no. 8. 9. by adding the
11. To increase the authorised share capital of the Company from HK$500,000,000 divided into 5,000,000,000ordinary shares of HK$0.10 each to HK$1,500,000,000 divided into 15,000,000,000 ordinary shares ofHK$0.10 each by the creation of additional 10,000,000,000 ordinary shares of HK$0.10 each in the sharecapital of the Company and that each such ordinary share, upon issue, shall rank pari passu in all respectswith the existing ordinary shares. he authorised share capital of the Company f rom HK$500,00 0,000 divided int o 5,000,000,000

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: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote or abstain at 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. 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, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the meeting or any adjournment 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.