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CNNC International Limited Proxy Solicitation & Information Statement 2022

May 30, 2022

50507_rns_2022-05-30_9510d3f6-b594-4a6a-876f-dea693676603.pdf

Proxy Solicitation & Information Statement

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CNNC INTERNATIONAL LIMITED 中核國際有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2302)

FORM OF PROXY

Form of proxy for the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at SOHO 1, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong on Thursday, 23rd June, 2022 at 3: 30 p.m. (or any adjournment thereof)

I/We[(Note][1)] , of being the registered holder(s) of[(Note][2)] ordinary share(s) of HK$0.01 each in the capital of CNNC International Limited (the ‘‘Company’’) hereby appoint the Chairman of the extraordinary general meeting (the ‘‘EGM’’) of the Company, or[(Note][3)] (name) of (address) and (email address) as my/our proxy to attend and

vote for me/us and on my/our behalf at the EGM of the Company to be held at SOHO 1, 6/F, Ibis Hong Kong Central & Sheung Wan, No. 28 Des Voeux Road West, Sheung Wan, Hong Kong, on Thursday, 23rd June, 2022 at 3: 30 p.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing, with or without amendments or modifications, the resolution as set out in the notice convening the EGM as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the EGM and/or at any adjournmentthereof[(Note][4)] :

ORDINARY RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)] 1. To approve, confirm and ratify the Framework Agreement, the transactions contemplated thereunder and the Proposed Annual Caps. SPECIAL RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)] 2. To approve the proposed amendments to the existing amended and restated memorandum and articles of association of the Company and to adopt the second amended and restated memorandum and articles of association of the Company in substitution for, and to the exclusion of, the existing amended and restated memorandum and articles of association of the Company with immediate effect and that any director or company secretary of the Company be authorised to do all things necessary to give effect to the proposed amendments and the adoption of the second amended and restated memorandum and articles of association of the Company.

Dated this

day of 2022 Signature[(Note][5)] :

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. 2. 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 of the Company registered in your name(s).

  2. If any proxy other than the Chairman is preferred, please strike out ‘‘the Chairman of the extraordinary general meeting (the ‘‘EGM’’) of the Company, or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the EGM and/or at any adjournment thereof other than those referred to in the notice convening the EGM.

  4. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

  5. Any member entitled to attend and vote at the EGM of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.

  6. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the EGM or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the EGM or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

  7. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the EGM convened and in such event, this form of proxy shall be deemed to be revoked.

  8. Where there are joint holders of any share any one of such joint holders may vote, either in person 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 EGM 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

  9. Thethe registernotice ofof themembersEGM ofis settheoutCompanyin the Company’sin respect ofcircularthe jointdatedholding.31st May, 2022 (the ‘‘Circular’’). 11. The full text of the resolutions is set out in the notice of the EGM.

  10. Unless otherwise defined herein, capitalised terms used shall have the same meanings as those defined in the Circular. Business Address: Unit 3009, 30th Floor, No. 118 Connaught Road West, Hong Kong