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CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2010
Mar 2, 2010
49033_rns_2010-03-02_92d5e30e-be47-4754-b5cf-8295349e47d3.pdf
Proxy Solicitation & Information Statement
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TSC Offshore Group Limited
(Incorporated in the Cayman Island with limited liability)
(Stock code: 206)
Form of Proxy for use at the extraordinary general meeting to be held on 19 March 2010
(or any adjournment thereof)
I/We[1] of being the registered holder(s) of[2] Group Limited (the “Company”), HEREBY APPOINT[3] of
shares of HK$0.10 each in the capital of TSC Offshore
or failing him/her, the Chairman of the meeting as my/our proxy to attend and act for me/us in the extraordinary general meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at Salon Room V, 5/F., Harbour Grand Hong Kong, 23 Oil Street, North Point, Hong Kong on 19 March 2010 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof), to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS FOR[4] AGAINST[4] ABSTENTION[4] 1. To confirm, ratify and approve the master agreement (copy of which has been produced to this meeting marked “A” and signed by the chairman of the Meeting hereof for the purpose of identification) entered into between the Company and Yantai Raffles Shipyard Limited (“YRS”) on 10 February 2010 in relation to the sale and purchase of the equipment used on offshore platforms including but not limited to power control package, jacking control system, BOP handling and transport, burner boom, etc. and the project(s) related to offshore platforms including (i) cantilever and drill floor projects; (ii) rack material cutting projects; (iii) other material processing projects; and (iv) design, engineering and consulting service projects by the Company and its subsidiaries to YRS and its subsidiaries (the “New Master Agreement”) and the transactions contemplated thereunder and the proposed annual caps for the two years ending 31 December 2011 under the New Master Agreement (the “Annual Caps”); and 2. To authorise the Board to take all such actions as it considers necessary or desirable to implement and give effect to the New Master Agreement and the Annual Caps.
Signature(s)[5]
Dated this
day of 2010
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of shares of HK$0.10 each 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 capital of the Company registered in your name(s).
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Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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Important: If you wish to vote for any of the resolution, please indicate with a tick in the appropriate box marked “For”. If you wish to vote against any of the resolution, please indicate with a tick in the appropriate box marked “Against”. If you wish to abstain, please put a tick in the “Abstention” column. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 above.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under seal or under the hand of an officer or attorney duly authorised in writing.
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In the case of joint holders of any share, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting 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 holders, 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.
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To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s principal place of business at Unit 910, 9/F., China Merchants Tower, Shun Tak Centre, 200 Connaught Road Central, Hong Kong, not less than 48 hours before the time appointed for the Meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending the Meeting and voting in person.
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Any alteration made to this form of proxy must be initialled by the person who signs it.