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CNGR Advanced Material Co., Ltd. — Proxy Solicitation & Information Statement 2026
Apr 28, 2026
50686_rns_2026-04-28_8c1edcef-738c-4e3b-b2ee-01dab14b414f.pdf
Proxy Solicitation & Information Statement
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CNGR
CNGR Advanced Material Co., Ltd.
中偉新材料股份有限公司
(A joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2579)
PROXY FORM OF THE 2025 ANNUAL GENERAL MEETING
I/We (note 1)
of (note 2)
being the registered holders of
H Shares of CNGR Advanced Material Co., Ltd. (the "Company") (note 3), and HEREBY APPOINT (note 4) THE CHAIRMAN OF THE MEETING
or
(whose address is) ______ (as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the 2025 annual general meeting ("AGM") (or at any adjournment thereof) of the Company to be held at the conference room, 11/F, Building B, Yunda Central Plaza, Yuhua District, Changsha City, Hunan Province, the PRC at 2:30 pm on Friday, May 22, 2026, and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolution set out in the notice of the AGM as hereunder indicated, or if no such indication is given, as my/our proxy(ies) thinks(s) fit.
Unless otherwise indicated, capitalized terms used in this proxy form shall have the same meaning as those defined in the circular of the Company dated April 28, 2026 (the "Circular").
| Ordinary Resolutions (Note 4) | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
|---|---|---|---|---|
| 1.00 | Proposal on the Company's 2025 Annual Report, Summary of the Annual Report and 2025 Annual Results | |||
| 2.00 | Proposal on the 2025 Work Report of the Board of Directors | |||
| 3.00 | Proposal on the Special Report on the Deposit and Usage of the Company's 2025 Proceeds from Fund Raising | |||
| 4.00 | Proposal on the 2025 Financial Final Accounts Report | |||
| 5.00 | Proposal on the 2025 Profit Distribution Plan of the Company | |||
| 6.00 | Proposal on the Remuneration of Directors of the Company for 2025 and the Remuneration Plan for 2026 | |||
| Special Resolution (Note 4) | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
| 7.00 | Proposal on the Revision of the Articles of Association and Certain Corporate Governance Policies (to be voted on item by item) | |||
| 7.01 | Articles of Association | |||
| Ordinary Resolution (Note 4) | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
| 7.02 | Measures for the Administration of Remuneration of Directors and Senior Management | |||
| Special Resolution (Note 4) | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
| 8.00 | Proposal on the General Mandate for the issuance of Additional A Shares or H Shares of the Company | |||
| Ordinary Resolutions (Note 4) | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
| 9.00 | Proposal on the Re-appointment of accounting firm for 2026 | |||
| 10.00 | Proposal on the Re-appointment of H Share Auditor |
Date: _____
Signature (Note 6): _____
Notes:
- Please insert full name(s) and address(es) as registered in the register of members for H Shares of the Company in BLOCK LETTERS.
- Please insert your address(es) as registered in the Share register of members of the Company in BLOCK LETTERS.
- Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all Shares of the Company registered in your name(s).
- If any proxy other than the Chairman of the meeting of the Company is preferred, please cross out the words "the Chairman of the meeting or" and insert the name and address(es) of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her behalf at the AGM. A proxy need not be a Shareholder of the Company. Any alteration made to this Proxy Form must be initialed by the person who signs it.
- Important: If you wish to vote for any resolution, please put a “✓” in the box marked “For”. If you wish to vote against any resolution, please put a “✓” in the box marked “Against”. If you wish to abstain from a proxy, please see resolution, please put a “✓” in the box marked “Abstain”. The abstained will be counted in the calculation of the required majority. If no direction is given, your proxy shall vote at his/her own discretion.
- This proxy form must be signed by you or your attorney duly authorized in writing, or, in the case of a corporation, must be either executed under its common seal or under the hand of its director or attorney duly authorized.
- In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, either personally or by proxy, as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the AGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.
- 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 certified copy thereof, must be deposited at the Company's H share registrar, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 24 hours before the time appointed for holding the AGM or any adjournment thereof (i.e. before 2:30 p.m. on Thursday, May 21, 2026). Completion and return of this proxy form will not preclude you from attending and voting in person at the AGM should you so wish.
- An individual shareholder attending the AGM in person shall present his identification card or other document or certification of identification. A proxy attending the AGM on behalf of a shareholder shall present his identification card and the letter of attorney signed by the appointer or his legal representative with the issue date. A corporate shareholder shall attend the AGM by its legal representative or his nominee. A legal representative attending the AGM shall present his identification card and document which can certify his capacity as a legal representative. A proxy attending the AGM shall present his identification card and the letter of attorney signed by the legal representative of the corporate shareholder in writing.
- For the purpose of determining whether any resolution proposed at the AGM constitutes an ordinary resolution or a special resolution, reference shall be made to the version published on the Company's website and the HKEX website.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third-party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance, and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.