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CITIC Securities Company Limited — Proxy Solicitation & Information Statement 2020
May 7, 2020
50947_rns_2020-05-07_4032c188-6b9f-43ee-a131-bbefbeb741de.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: 6030)
PROXY FORM
For 2019 Annual General Meeting of CITIC Securities Company Limited to be held on Tuesday, 23 June 2020 and any adjourned meeting(s) thereof
I/We (Note 1) of (Note 2) being the registered holder(s) of H Shares (Note 3) with nominal value of RMB1.00 each in the share capital of CITIC Securities Company Limited (the “ Company ”), hereby appoint the Chairman of the (Note 4 and Note 5) meeting or of
as my/our proxy to attend and vote for me/us and on my/our behalf at the 2019 Annual General Meeting of the Company to be held at 9:30 a.m. on Tuesday, 23 June 2020 at Qing Room, 5th Floor, Beijing Ruicheng Four Seasons Hotel, No. 48 Liangmaqiao Road, Chaoyang District, Beijing, the People’s Republic of China and any adjournment thereof as hereunder indicated in respect of the resolutions set out in the Notice of the 2019 Annual General Meeting of the Company dated 8 May 2020, and if no such indication is given, as my/our proxy thinks fit.
Please indicate how you wish your vote(s) to be cast by ticking the appropriate box next to the resolution.
| ORDINARY RESOLUTIONS | ORDINARY RESOLUTIONS | For(Note 6) | Against(Note 6) | Abstain(Note 6) |
|---|---|---|---|---|
| 1. | To consider and approve the 2019 Work Report of the Board. | |||
| 2. | To consider and approve the 2019 Work Report of the SupervisoryCommittee. | |||
| 3. | To consider and approve the 2019 Annual Report. | |||
| 4. | To consider and approve the 2019profit distributionplan. | |||
| 5. | To consider and approve the resolution on the re-appointment ofaccountingfirms. | |||
| 6. | To consider and approve the resolution on the estimated investmentamount for theproprietarybusiness of the Companyfor 2020. | |||
| 8. | To consider and approve the resolution on considering the totalremuneration of the Directors and the Supervisors of the Companyfor 2019. | |||
| 9. | To consider and approve the resolution on estimation of related party/continuing connected transactions contemplated in theordinarycourse of business of the Companyin 2020. | |||
| 9.01. | To consider and approve the resolution on contemplated relatedparty/connected transactions between the Company and itssubsidiaries and the CITIC Groupand its subsidiaries and associates. | |||
| 9.02. | To consider and approve the resolution on contemplated relatedparty transactions between the Company and its subsidiariesand companies in which the Directors, Supervisors and seniormanagement of the Company hold positions as directors or seniormanagement(excludingthe subsidiaries of the Company). | |||
| 9.03. | To consider and approve the resolution on contemplated relatedparty/connected transactions between the Company and itssubsidiaries and companies holding more than 10% equity interest inan important subsidiaryof the Company. | |||
| 9.04. | To consider and approve the resolution on contemplated relatedparty transactions between the Company and its subsidiaries andcompanies holdingmore than 5% equityinterest in the Company. | |||
| 10. | To consider and approve the resolution on election of Mr. WANGShuhui as non-executive Director of the Company. | |||
| 11. | To consider and approve the resolution on election of Mr. ZHANGChangyi as Supervisor of the Company. |
| SPECIAL RESOLUTIONS | For | (Note 6) | Against | (Note 6) | Abstain | (Note 6) | |
|---|---|---|---|---|---|---|---|
| 7. | To consider and approve the resolution on the General Mandate to | ||||||
| issue additional A Shares and/or H Shares of the Company. | |||||||
| 12. | To consider and approve the resolution on the amendments to the | ||||||
| Articles of Association of the Company. |
- Further details of the above resolutions are set out in the circular of the Company dated 8 May 2020.
Date: 2020 Signature(s) (Note 7):
Notes:
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Please insert the full name(s) as shown in the register of members of the Company in BLOCK LETTERS .
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Please insert the registered address(es) as shown in the register of members of the Company in BLOCK LETTERS .
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Please insert the number of shares registered in your name(s); if no number is inserted, this proxy form will be deemed to relate to all shares in the capital of the Company registered in your name(s).
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Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote on his/her behalf. A proxy needs not be a shareholder of the Company, but must attend the meeting in person in order to represent you.
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If a proxy other than the Chairman of the meeting is preferred, cross out the words “the Chairman of the meeting” and insert the full name(s) and address(es) of the proxy (or proxies) desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any changes should be initialed by the person who signs this form.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTES WILL BE COUNTED FOR THE PURPOSE OF CALCULATING THE RESULTS OF THE RESOLUTIONS. THE ORDINARY RESOLUTION 9 SHALL BE VOTED BY ITEMS. PLEASE VOTE FOR OR AGAINST OR ABSTRAIN FROM VOTING ON EACH ITEM OF THE ORDINARY RESOLUTION 9.
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If you return this proxy form without indicating as to how your proxy is to vote on any particular matter, the person appointed as your proxy will exercise his/her discretion as to whether he/she votes and, if so, how and, unless instructed otherwise, he/she may also vote or abstain from voting as he/she thinks fit on any other business (including amendments to resolutions) which may properly come before the meeting.
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This proxy form must be signed and dated by you or your attorney duly authorized in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf. In case of joint shareholdings, any one joint shareholder may sign this proxy form. Only when there are more than one joint shareholders who will attend the meeting in person or by proxy, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names of the joint shareholders stand in the register of members of the Company in respect of the relevant shares.
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To be valid, this proxy form, 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 completed and delivered at the H Share registrar of the Company, Computershare Hong Kong Investor Services Limited, at least 24 hours before the meeting or adjourned meeting(s) . Computershare Hong Kong Investor Services Limited is located at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong. The effective period of appointment of your proxy appointed under this proxy form shall cease upon conclusion of the 2019 Annual General Meeting or any adjourned meeting(s).
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Completion and delivery of this proxy form will not preclude you from attending and voting at the meeting if you so wish.