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CRRC Corporation Limited Proxy Solicitation & Information Statement 2012

Oct 26, 2012

50153_rns_2012-10-26_44937416-b856-4a1c-a553-0648017d79ad.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

中國南車股份有限公司 CSR CORPORATION LIMITED

(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code:1766)

SUPPLEMENTAL NOTICE OF 2012 FIRST EXTRAORDINARY GENERAL MEETING

Please refer to the Notice of the 2012 First Extraordinary General Meeting of CSR Corporation Limited (the “ Company ”) dated 26 September 2012 (the “ Notice ”) which sets out the time and venue of the 2012 first extraordinary general meeting of the Company (the “ EGM ”) and contains the resolution to be proposed at the EGM for shareholders’ consideration and approval.

SUPPLEMENTAL NOTICE IS HEREBY GIVEN that the EGM will be held as originally scheduled at Empark Grand Hotel, No. 69 Banjing Road, Haidian District, Beijing, the PRC at 1:30 p.m. on Monday, 12 November 2012 (registration will begin at 12:00 noon), for the purpose of considering, and if thought fit, approving the following resolutions in addition to the resolution set out in the Notice (unless otherwise indicated, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 27 October 2012):

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SPECIAL RESOLUTIONS

  1. To consider and approve the resolution in relation to the amendments to the Articles of Association, including (i) amendments to articles regarding profit distribution; (ii) amendments to articles regarding expansion of the management of the Company; (iii) amendments to articles regarding corporate governance; and (iv) amendments to articles regarding internal approval procedures on material operation and investment matters of the Company in the Articles of Association, and that the Board committee, comprising the Chairman and the President, be authorised to make necessary and appropriate amendments to the Articles of Association in accordance with the requirements raised by the relevant regulatory authorities from time to time in the subsequent approval process of the Articles of Association after the amendments to the above articles are considered and approved at the EGM.

  2. To consider and approve the resolution in relation to consideration of the Shareholders’ Return Plan for the Next Three Years.

  3. To consider and approve the resolution in relation to the amendments to the Rules of Procedure for General Meetings.

  4. To consider and approve the resolution in relation to the amendments to the Rules of Procedure for the Board.

ORDINARY RESOLUTIONS

  1. To consider and approve the resolution in relation to the amendments to the Management Rules on External Guarantees.

  2. To consider and approve the resolution in relation to the further utilisation of an aggregate of no more than RMB3.658 billion out of the proceeds to temporarily supplement working capital.

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  1. To consider and approve the resolution in relation to the election of Mr. Chen Dayang as an executive director of the Company.

By order of the Board CSR Corporation Limited Zheng Changhong

Chairman

Beijing, the PRC 27 Ocotober 2012

As at the date of this announcement, the executive directors of the Company are Mr. Zheng Changhong and Mr. Liu Hualong; and the independent non-executive directors of the Company are Mr. Zhao Jibin, Mr. Yang Yuzhong, Mr. Chen Yongkuan, Mr. Dai Deming and Mr. Tsoi, David.

Notes:

  1. Details of the above resolutions are set out in the circular of the Company dated 27 October 2012 (the “ Circular ”).

  2. The New Proxy Form in connection with the above resolutions is enclosed to the Circular.

  3. For details of the other resolution proposed to the EGM for consideration and approval as well as the closure of register of members, eligibility for attending the EGM, registration procedures of attending the EGM, appointment of proxies and other matters, please refer to the notice of the EGM of the Company dated 26 September 2012.

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