AI assistant
China Silver Group Limited — Proxy Solicitation & Information Statement 2013
Mar 21, 2013
49483_rns_2013-03-21_d10d6fbe-c9d8-464b-b393-52a87958fae4.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [135 x 95] intentionally omitted <==
CHINA SILVER GROUP LIMITED 中國白銀集團有限公司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 815)
PROXY FORM
Form of proxy for use by shareholders at the annual general meeting to be held at 35/F, Central Plaza, Regus Conference Centre, 18 Harbour Road, Hong Kong on 25 April 2013 at 3 p.m.
==> picture [473 x 484] intentionally omitted <==
----- Start of picture text -----
I/We [(] [note] [a] [)]
of
being the registered holder(s) of ( note b ) shares
(the “ Shares ”) of HK$0.01 each in the capital of China Silver Group Limited (the “ Company ”) hereby appoint the chairman of the annual general meeting (the “ Meeting ”) of the
Company or
of
to act as my/our proxy [(] [note] [c] [)] at the Meeting to be held at 35/F, Central Plaza, Regus Conference Centre, 18 Harbour Road, Hong Kong on 25 April 2013 at 3 p.m. (or any adjournment
thereof) and to vote on my/our behalf as directed below.
Please make a mark (�) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.
ORDINARY RESOLUTIONS FOR [(note] [d)] AGAINST [(note] [d)]
1. Toof thereceivedirectorsand approve(the “ Directors the audited”) andconsolidatedauditors (thefinancial“ Auditors statements”) of theof Companythe Companyfor theandyearits subsidiariesended 31 Decemberand the reports2012.
2. (i) To re-elect Mr. Chen Wantian as executive Director.
(ii) To re-elect Mr. Song Guosheng as executive Director.
(iii) To re-elect Mr. Chen Guoyu as executive Director.
(iv) To re-elect Mr. Li Haitao as independent non-executive Director.
(v) To re-elect Mr. Jiang Tao as independent non-executive Director.
(vi) To re-elect Mr. Zeng Yilong as independent non-executive Director.
(vii) To authorise the board (the “ Board ”) of Directors to fix the remuneration of the Directors.
3. To re-appoint Deloitte Touch Tohmatsu as the auditors of the Company and to authorise the Board to fix their remuneration.
4. (A) To grant a general and unconditional mandate to the Directors to allot, issue and deal with additional shares in
the Company not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue
as at the date of the passing of the relevant resolution.
(B) To grant a general and unconditional mandate to the Directors to repurchase shares in the Company not
exceeding 10% of the aggregate nominal amount of share capital of the Company in issue as at the date of the
passing of the relevant resolution.
(C) Conditional upon resolutions 4A and 4B being passed, the general and unconditional mandate granted to the
Directors to allot, issue and deal with additional shares of the Company pursuant to resolution 4A be extended
by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the
Company repurchased by the Company under the authority granted pursuant to resolution 4B.
Dated this day of 2013 Signature(s) x x [(] [notes] [e] [to] [j] [)]
Notes:
a. Full name(s) and address(es) are to be inserted in BLOCK CAPITAL LETTERS. The names of all joint registered holders should be stated.
b. 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 share capital of the
Company registered in your name(s).
c. (theA proxy“ Meeting need not”) ofbethea memberCompanyof or”the Company.and insertIftheyounamewishandto appointaddress someof thepersonpersonotherappointedthan thein thechairmanspace provided. A memberof the Meeting as yourof theproxy,Companypleaseentitleddelete theto attendwords “theand votechairmanat the ofMeetingthe annualis entitledgeneralto meetingappoint
in written form one or, if he is the holder of two or more Shares, more proxies to attend and vote instead of him.
d. If you wish to vote for any of the resolutions set out above, please tick (“ � ”) the boxes marked “For”. If you wish to vote against any of the resolutions, please tick (“ � ”) the boxes marked “Against”. If
the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular
proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her 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.
e. In the case of joint holders of Shares, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such
joint holders are present at the Meeting personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect
thereof.
f. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the
hand of an officer or attorney duly authorised.
g theIn orderhand toof bean valid,officertheor formattorneyof proxyduly authorised,must be in writingand mustunderbe depositedthe hand withof thetheappointorHong Kongor ofsharehis/herregistrarattorneyanddulytransferauthorisedoffice (thein writing,“ Hong or Kong if the Share appointor Registrar is a”)corporation,of the Company,eitherComputershareunder seal, or underHong
Kong Investor Services Limited at Shops 1712-1716, 17/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is
signed or a notarially certified copy thereof) not less than 48 hours before the time fixed for holding of the Meeting or any adjournment thereof.
h. The register of members of the Company will be closed from 23 April 2013 to 25 April 2013 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending
the Meeting or any adjournment thereof, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Hong Kong Share Registrar at the above address by no later than
4:30 p.m. on 22 April 2013.
i. Completion and delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the Meeting or any adjournment thereof and in such event, the instrument
appointing a proxy shall be deemed to be revoked.
j. Any alteration made to this form should be initialled by the person(s) who sign(s) the form.
----- End of picture text -----