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FIH Mobile Limited — Proxy Solicitation & Information Statement 2024
Oct 30, 2024
50355_rns_2024-10-30_8f1646bb-8f50-4e26-87ab-d74506705981.pdf
Proxy Solicitation & Information Statement
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中 國 石 油 天 然 氣 股 份 有 限 公 司 PETROCHINA COMPANY LIMITED
(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 857)
SECOND FORM OF PROXY FOR THE 2024 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON THURSDAY, 14 NOVEMBER 2024
Number of shares to which this second form of proxy relates[1] Type of shares (A shares or H shares) to which this second form of proxy relates[1] I/We[2] of (address as shown in the register of members) being shareholder(s) of PETROCHINA COMPANY LIMITED (the “ Company ”) hereby appoint the Chairman of the EGM (as defined below) or[3] of
as my/our proxy to attend, act and vote for me/us and on my/our behalf at the 2024 first extraordinary general meeting of the Company to be held at V-Continent Wuzhou Hotel, No. 8 North 4th Circle Middle Road, Chaoyang District, Beijing, the PRC on Thursday, 14 November 2024 at 9:00 a.m. and at any adjournment thereof (the “ EGM ”) as hereunder indicated in respect of the resolutions set out in the supplemental notice of EGM dated 30 October 2024 (the “ Supplemental Notice ”), and, if no such indication is given, as my/our proxy thinks fit.
| “EGMOctobe | ”) asr 202 | h4 | ereunder indicated in respect of the resolutions set o(the “Supplemental Notice”), and, if no such indica | ut in the suppletion is given, a | mental notice ofs my/our proxy | EGM dated 30thinks fit. |
|---|---|---|---|---|---|---|
| ORDINARY RESOLUTIONS | FOR4 | AGAINST4 | ABSTAIN4 | |||
| 1. | To | consider and approve the appointment of KPMG | ||||
| Huazhen LLP and KPMG as the domestic and | ||||||
| international auditors of the Company for the year 2024 | ||||||
| respectively and to authorize the management to | ||||||
| determine their remuneration. | ||||||
| 2. | The | resolutions on the election of independent non- | CUMULATIVE VOTING5 | |||
| executive directors of the Company: | (PLEASE INSERT THE NUMBER | |||||
| OF VOTES) | ||||||
| 2.1 | To consider and approve the resolution of the | |||||
| election of Ms. Liu Xiaolei as an independent non- | ||||||
| executive director of the Company. | ||||||
| 2.2 | To consider and approve the resolution of the | |||||
| election of Mr. Yan, Andrew Y as an independent | ||||||
| non-executive directorofthe Company. |
Date:
2024
Signature(s)[6] :
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Notes:
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Please insert the number of shares registered in your name(s) to which this second form of proxy relates. If no number is inserted, this second form of proxy will be deemed to relate to all the shares in the Company registered in your name(s). Please also insert the type of shares (A shares or H shares) to which this second form of proxy relates.
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Please insert the full name(s) (in Chinese or in English) and address (as shown in the register of members) in BLOCK LETTERS .
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If any proxy other than the Chairman of the EGM is preferred, please delete the words “the Chairman of the EGM (as defined below) or” and insert the name and address of the proxy desired in the space provided. A shareholder may appoint one or more proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote by a poll. ANY ALTERATION MADE TO THIS SECOND FORM OF PROXY MUST BE DULY INITIALED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED “ABSTAIN”. THE SHARES ABSTAINED WILL BE COUNTED IN THE CALCULATION OF THE REQUIRED MAJORITY. ANY VOTE WHICH IS NOT FILLED OR FILLED WRONGLY OR WITH UNRECOGNIZABLE WRITING OR NOT CASTED WILL BE COUNTED AS “ABSTAINED”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his or her discretion. Unless you have indicated otherwise in this second form of proxy, your proxy will also be entitled to vote at his or her discretion on any resolution properly put to the EGM other than those referred to in the Supplemental Notice.
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Attention: In respect of the resolution 2, the method of cumulative voting will be adopted for the resolution and the calculation of voting results. An example illustrating the voting method using cumulative voting in respect of resolution 2 is set out below. When you fill in the blanks entitled “Cumulative Voting”, please fill them in accordance with the following instructions:
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(i) in relation to the resolution 2, for every share held by you, you will have the same number of voting rights which equals to the number of directors of the Company to be elected in each resolution. For instance, if you are holding 1 million shares and 2 directors of the Company will be elected at the EGM, the aggregate number of votes which you will have will be 2 million (i.e., 1 million shares x 2 = 2 million voting shares) for the resolutions 2.1 to 2.2;
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(ii) no ballot will be casted “For”, “Against” or “Abstain” in cumulative voting. You are requested to fill in the corresponding number of votes in the “cumulative voting” column against the name of each candidate. The lowest votes will be nil and the highest will be the maximum number of votes under each resolution and does not need to be the integral multiples of the number of shares held by you. If you mark “√” in the blank against the name of each candidate, you will be deemed to cast your total number of votes equally amongst the corresponding candidates;
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(iii) please note that you may either cast all your votes to one of the proposed candidates, or cast them equally or differently to more than one of the proposed candidates. For example, if you are holding 1 million shares, the aggregate number of votes you have regarding the resolutions 2.1 to 2.2 is 2 million. You may choose to cast every 1 million votes out of the total 2 million votes equally among the 2 candidates, or to cast all your votes (2 million) on one candidate, or to cast 0.5 million votes on candidate A, cast 1.5 million votes on candidate B, etc.;
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(iv) the total number of your votes cast on the candidates shall not exceed the aggregate number of votes to which you are entitled; (v) please note that if the total votes cast by you on the candidates exceeds the total votes to which you are entitled, all the votes cast will become invalid and be regarded as abstain votes; if the total votes cast by you for the candidates are less than or equal to the total votes to which you are entitled, the votes are valid and the remaining votes will be regarded as abstain votes. For example, if you are holding 1 million shares, the total number of your votes which may be cast on the resolutions 2.1 to 2.2 is 2 million: (a) if you fill in the “cumulative voting” space under a particular candidate director of the Company with “2 million shares”, you have used up all the votes to which you are entitled, which results in you having no votes for the other candidate director of the Company. In this case, should you fill in the blanks under the relevant resolution of the other candidate director of the Company with any number of shares (other than 0), all your votes on the resolutions 2.1 to 2.2 will be invalid; or (b) if you fill in the “cumulative voting” space under candidate A with “0.5 million shares”, and under candidate B with “0.5 million shares” only, the 1 million votes cast by you are valid and the remaining 1 million votes will be regarded as abstain votes; and
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(vi) where the votes cast for a particular candidate for director of the Company are more than half of the total number of shares held by all Shareholders attending the EGM (before cumulation), such candidate shall be elected as the director of the Company.
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This second form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a legal person, must either be executed under seal or under the hand of a director or an attorney duly authorized to sign the same. If this second form of proxy is signed by an attorney of the appointor, the power of attorney authorizing that attorney to sign, or other document of authorization, must be notarized.
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Where there are joint holders of any shares of the Company, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she/it were solely entitled thereto. However, if more than one of such joint holders is present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.
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To be valid, for holders of A shares, this second form of proxy, together with the notarized power of attorney or other document of authorization (if any), must be delivered to the Board of Directors Office at Room 0612, Block C, PetroChina Building, No. 9 Dongzhimen North Street, Dongcheng District, Beijing, PRC (Postal code: 100007) not less than 24 hours before the time appointed for the EGM (i.e., by not later than 9:00 a.m. on Wednesday, 13 November 2024). To be valid, for holders of H shares, the above documents must be delivered to Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong within the same period.
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IMPORTANT: THIS SECOND FORM OF PROXY SHALL SUPERSEDE THE FORM OF PROXY (THE “FIRST FORM OF PROXY”) ENCLOSED WITH THE CIRCULAR OF THE COMPANY DATED 27 SEPTEMBER 2024 AND THE FIRST FORM OF PROXY SHALL BE DEEMED INVALID. SHAREHOLDERS WHO HAVE COMPLETED AND DELIVERED THE FIRST FORM OF PROXY SHALL COMPLETE AND RETURN THIS SECOND FORM OF PROXY IN ACCORDANCE WITH THE INSTRUCTIONS HEREIN.
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 general meeting 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 fulfil the Purposes. Request for access to and correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance (Cap. 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company’s principal place of business in Hong Kong at Unit 3705, Tower 2, Lippo Centre, 89 Queensway, Hong Kong, PRC.
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