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Folangsi Co., Ltd — Proxy Solicitation & Information Statement 2024
May 23, 2024
50629_rns_2024-05-22_e9af3b99-5f17-49cc-815f-4ada87817515.pdf
Proxy Solicitation & Information Statement
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1109)
REVISED PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING OF CHINA RESOURCES LAND LIMITED (THE ‘‘COMPANY’’) CONVENED AT 3:00 P.M. ON FRIDAY, THE 7TH DAY OF JUNE 2024 AND AT ANY ADJOURNMENT THEREOF. I/We[(note][1)]
of
being the registered holder(s) of Company, hereby appoint the Chairman of the meeting or[(note][3)] him
shares[(note][2)] of HK$0.10 each in the capital of the of or failing
of
to act as my/our proxy at the Annual General Meeting of the Company to be held at Ball Room, 1st Floor, Hotel Kapok Shenzhen Bay, No. 3001, Binhai ourAvenue,behalfNanshanas indicatedDistrict,belowShenzhen,[(note][4)] . Guangdong, China on Friday, the 7[th] day of June 2024 at 3:00 p.m. and at any adjournment thereof and to vote on my/
| our behalf as indicated below (note 4). | our behalf as indicated below (note 4). | our behalf as indicated below (note 4). | ||
|---|---|---|---|---|
| ORDINARY RESOLUTIONS | FOR (note 4) | AGAINST (note 4) | ||
| 1. | To receive and consider the audited financial statements and the directors’ report and the independent auditor‘s report for the year ended 31 December 2023. |
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| 2. | To declare a final dividend of RMB1.243 per share for the year ended 31 December 2023. | |||
| 3. | (1) To re-elect Mr. Chen Wei as director; |
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| (2) To re-elect Mr. Dou Jian as director; |
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| (3) To re-elect Ms. Cheng Hong as director; |
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| (4) To re-elect Mr. Huang Ting as director; |
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| (5) To re-elect Mr. Zhong Wei as director; |
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| (6) To re-elect Mr. Sun Zhe as director; |
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| (7) To re-elect Mr. Frank Chan Fan as director; |
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| (8) To re-elect Mr. Leong Kwok-kuen, Lincoln as director; |
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| (9) To re-elect Ms. Qin Hong as director; |
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| (10) To authorise the board of directors to fix the remuneration of the directors; and |
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| (11) To re-elect Mr. Wei Chenglin as director. |
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| 4. | To re-appoint KPMG as the Auditor of the Company and to authorise the board of directors to fix their remuneration. |
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| 5. | Ordinary Resolution in item No.5 of the Notice of Annual General Meeting. (To give a general mandate to the board of directors to repurchase shares of the Company). |
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| 6. | Ordinary Resolution in item No.6 of the Notice of Annual General Meeting. (To give a general mandate to the board of directors to issue new shares of the Company). |
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| 7. | Ordinary Resolution in item No.7 of the Notice of Annual General Meeting. (To extend the general mandate to be given to the board of directors to issue new shares). |
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| SPECIAL RESOLUTION (note 10) | FOR (note 4) | AGAINST (note 4) | ||
| 8. | T a o m |
o approve the proposed amendments to the existing memorandum of association and articles of ssociation of the Company and to adopt the amended memorandum of association and articles f association of the Company in substitution for and to the exclusion of the existing emorandum of association and articles of association of the Company. |
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| Dated this | 2024 Shareholder‘s signature: (note 5) |
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this revised form of proxy will be deemed to relate to all the shares in the Company registered in your 3. Ifname(s).any proxy other than the Chairman is preferred, strike out ‘‘the Chairman of the meeting or’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT. 4. AGAINSTIMPORTANT:ANYIFRESOLUTION,YOU WISH TOPLEASEVOTETICKFORTHEANYBOXRESOLUTION,MARKED ‘‘AGAINSTPLEASE ’’TICKBESIDETHETHEBOXAPPROPRIATEMARKED ‘‘FORRESOLUTION’’ BESIDE .THEFailureAPPROPRIATEto complete anyRESOLUTION.or all boxes will IFentitleYOUyourWISHproxyTOto castVOTEhis votes on the relevant 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 in the notice convening the meeting. 5. This revised form of proxy must be signed by you or your attorney duly authorised in writing or in the case of a corporation must be either under its common seal or under the hand of an officer or attorney duly authorised. 6. Where there are joint registered holders of any share, any one of such persons may vote at any 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 any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be 7. Toentitledbe valid,to votethisinrevisedrespectproxythereof.form, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s head office at 46th Floor, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time for holding the meeting or any adjournment thereof.
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Any member entitled to attend and vote at the meeting is entitled to appoint proxy to attend and vote in his/her stead. The proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Completion and deposit of the revised proxy form will not preclude you from attending and voting at the meeting if you so wish. 10. The full text of the proposed resolutions is set out in the notice of Annual General Meeting of the Company dated 29 April 2024 and the supplementary notice of Annual General Meeting of the Company dated 23 May 2024.
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IMPORTANT: A SHAREHOLDER OF THE COMPANY WHO HAS ALREADY LODGED THE PROXY FORM WHICH WAS SENT TOGETHER WITH THE NOTICE OF THE ANNUAL GENERAL MEETING DATED 29 APRIL 2024 (THE ‘‘ORIGINAL PROXY FORM’’) SHOULD NOTE THAT: (a) if‘‘Shareholder(s)no revised proxy’’). Theformproxyis lodgedso appointedwith thebyCompanythe Shareholder’s head office,under thethe OriginalOriginal ProxyProxy FormForm,willif correctlybe entitledcompleted,to vote atwillhis discretionbe treated orasabstaina validonproxyany resolutionform lodgedproperlyby theputshareholderto the Annualof theGeneralCompanyMeeting(the other than those referred to in the Annual General Meeting notice, as supplemented by the supplementary notice of the Annual General Meeting, and the Original Proxy Form, as revised by the revised proxy form;
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(b) (theif the‘‘revisedClosingproxyTime’’form), theisrevisedlodged proxywith theform,Companyif correctly’s headcompleted,office at awilltimebeintreatedany eventas anotvalidlaterproxythanform48 hourslodgedbeforeby thetheShareholdertime appointedand forwillholdingrevokeofandthesupersedeAnnual Generalthe OriginalMeetingProxyor anyFormadjournmentpreviously thereoflodged by the Shareholder; or
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(c) if the revised proxy form is lodged with the Company’s head office after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the revised proxy form will be invalid and in the latter case, the validity of the revised proxy form will be subject to the discretion of the board of directors. Whether or not the revised proxy form is valid, it will revoke the Original Proxy Form previously lodged by the Shareholder, and any vote that may be cast by the purported proxy appointed under the Original Proxy Form will not be counted in any poll which may be taken on a proposed resolution. Accordingly, Shareholders are advised to complete the revised proxy form carefully and lodge the revised proxy form before the Closing Time. If such Shareholders wish to vote at the Annual General Meeting, they will have to attend in person and vote at the Annual General Meeting themselves.
PERSONAL INFORMATION COLLECTION STATEMENT
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(i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’). (ii) Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this revised proxy form.
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(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the branch Share Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for verification and record purposes.
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(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Personal Data Privacy Officer of the branch Share Registrar.