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CK Asset Holdings Limited Proxy Solicitation & Information Statement 2008

May 7, 2008

49696_rns_2008-05-06_5d6331e9-0e2f-45c5-a7d2-7bf4f9449f99.pdf

Proxy Solicitation & Information Statement

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(a joint stock limited company incorporated in the People’s Republic of China) (Stock Code: 525)

PROXY FORM FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING

Number of shares to which this proxy form relates: (Note 1)

I/We (Note 2) of being the shareholder of Guangshen Railway Company Limited (the “Company”) hereby appoint THE CHAIRMAN OF THE GENERAL MEETING / (note 3) of as my/our proxy to attend and vote on my/our behalf at the annual general meeting of the Company (or any adjournment thereof) (“AGM”) to be held at the Meeting Room of the Company at 3/F., No. 1052 Heping Road, Shenzhen, Guangdong Province, the People’s Republic of China, on Thursday, 26 June 2008 at 9:30 a.m. in respect of the resolutions set out in the notice convening the AGM as hereunder indicated and if no indication is given, as my/our proxy think fit or abstain at his/her own discretion.

RESOLUTIONS RESOLUTIONS FOR
(Note 4)
AGAINST
(Note 4)
ABSTAIN
FROM
VOTING
(Note 4)
THAT the following ordinary resolutions are reviewed and approved
1. To review and approve the work report of the board of directors of
the Companyfor 2007
2. To review and approve the work report of the supervisory
committee of the Companyfor 2007
3. To review and approve the audited financial statements of the
Companyfor 2007
4. To review and approve the proposed profits distribution of the
Companyfor 2007
5. To review and approve the budget of the Companyfor 2008
6. To review and approve the appointment of Deloitte Touche
Tohmatsu Certified Public Accountants Ltd. as the PRC auditor to
the Company for 2008 and to authorize the board of directors and
the supervisorycommittee to determine its remuneration
7. To review and approve the appointment of PricewaterhouseCoopers
as the international auditor to the Company for 2008 be and to
authorize the board of directors and the supervisory committee to
determine its remuneration
8. To review and approve the “Rules for the Implementation of
Cumulative Votingof Guangshen RailwayCompanyLimited”
9. To elect six non-independent directors of the fifth session of the
board of directors of the Companythrough cumulative voting
(note 5)
9.1
to elect Mr. He Yuhua as the non-independent director of
the fifth session of the board of directors
9.2
to elect Mr. Cao Jianguo as the non-independent director
of the fifth session of the board of directors
9.3
to elect Mr. Wu Houhui as the non-independent director of
the fifth session of the board of directors
9.4
to elect Mr. Yu Zhiming as the non-independent director
of the fifth session of the board of directors
9.5
to elect Mr. Yang Yiping as the non-independent director
of the fifth session of the board of directors
9.6
to elect Mr. Liu Hai as the non-independent director of the
fifth session of the board of directors
10. To elect three independent directors of the fifth session of the
board of directors of the Companythrough cumulative voting
(note 5)
10.1
to elect Mr. Wilton Chau Chi Wai as the independent
director of the fifth session of the board of directors
10.2
to elect Mr. Dai Qilin as the independent director of the
fifth session of the board of directors
10.3
to elect Mr. Lu Yuhui as the independent director of the
fifth session of the board of directors
RESOLUTIONS RESOLUTIONS FOR
(Note 4)
AGAINST
(Note 4)
ABSTAIN
FROM
VOTING
(Note 4)
11. To elect four supervisors (shareholders representatives) of the fifth
session of the supervisory committee through cumulative voting
(note 5)
11.1
to elect Mr. Yao Muming as the supervisor (representative
for shareholders) of the fifth session of supervisory
committee
11.2
t o ele c t M r. Wa ng Jia n pi ng a s t he s u p e r v i s or
(representative for shareholders) of the fifth session of the
supervisorycommittee
11.3
to elect Mr. Li Zhiming as the supervisor (representative
for shareholders) of the fifth session of the supervisory
committee
11.4
t o ele ct M r. C he n Sha ohong a s t he s up e r v isor
(representative for shareholders) of the fifth session of the
supervisorycommittee
12. To review and approve the remuneration and allowance package
for the fifth session of the board of directors of the Company
13. To review and approve the remuneration and allowance package
for the fifth session of the supervisorycommittee of the Company
14. To review and approve the “Decision Making System Concerning
the Connected Transactions of Guangshen Railway Company
Limited”
15. To review and approve the “Investment Management Policy of
Guangshen Railway Company Limited”
THAT the following extraordinary resolutions are reviewed and approved
16. To review and approve the “Rules of Procedures of General
Meetings of Guangshen RailwayCompanyLimited”
17. To review and approve the “Rules of Procedures of Meeting of the
Board of Directors of Guangshen RailwayCompanyLimited”
18. To review and approve the “Rules of Procedures of Supervisory
Committee Meetingof Guangshen RailwayCompanyLimited”
19. To review and approve the “Proposed Amendments to the Articles
of Association”

Date: 2008 Signature (Note 6) :

Notes:

  1. Please fill in the number of shares in the Company registered in your name to which this proxy form relates. Failure to fill in the number of shares will result in this proxy form being deemed to relate to all shares in the Company registered in your name.

  2. Full name(s) and address(es) must be inserted in BLOCK LETTERS.

  3. If any proxy other than the chairman is preferred, strike out “ THE CHAIRMAN OF THE GENERAL MEETING/ ” and insert the name and address of the proxy you intend to appoint in the space provided. A shareholder is entitled to appoint one or more proxies to attend and vote at the AGM. The proxy or proxies need not be a member of the Company. Any alteration made to this proxy form must be signed by the person who signs it.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A “” IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A “” IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PUT A “” IN THE BOX MARKED “ABSTAIN FROM VOTING”. Failure to complete the boxes will entitle your proxy to cast your vote(s) at his/her discretion. Abstained votes or abstain from voting will not be treated as valid votes in the calculation of voting results.

  5. Resolutions 9, 10 and 11 required to be polled by cumulative voting. You are advised to carefully read the circular of the Company dated 6 May 2008 before completing this proxy form.

  6. This proxy form must be signed by you or your attorney duly authorized in writing (in which case the written authority appointing such attorney has to be notarially certified) or, if the appointer is corporation, this proxy form must be executed under its common seal or under the hand of a director or an attorney of the corporation duly authorized in writing. If the proxy form is signed by an attorney on behalf of the appointer, the power of attorney or other authority must be notarially certified. To be valid, this proxy form, together with any notarially certified copy of the power of attorney or any other authority under which the proxy form is signed must be lodged at the registered address of the Company not less than 24 hours before the commencement of the AGM or any adjournment thereof (as the case may be).

  7. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or at any adjourned meeting should you so wish.