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Kingsoft Corporation Limited Proxy Solicitation & Information Statement 2011

Nov 21, 2011

50914_rns_2011-11-21_60d98fe0-c34a-4633-94d0-c9a82677fbc9.pdf

Proxy Solicitation & Information Statement

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Kingsoft Corporation Limited 金山軟件有限公司

(Continued into the Cayman Islands with limited liability)

(Stock Code: 03888)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (the “EGM”) TO BE HELD ON FRIDAY, 9 DECEMBER 2011 (or at any adjournment thereof)

I/We (Note 1) of

(Note 2) (Note 3)

shares of US$0.0005 each in the capital of

being the registered holder(s) of Kingsoft Corporation Limited (“Company”), HEREBY APPOINT of

or failing him, the Chairman of the EGM, as my/our proxy to attend and vote for me/us at the EGM (or at any adjournment thereof) of the Company to be held at 14F, Kingsoft Tower, No. 8 Lianshan Alley, Jingshan Road, Jida, Zhuhai, Guangdong, PRC on Friday, 9 December 2011 at 3:00 p.m. and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice of EGM as indicated below or, if no such indication is given as my/our proxy thinks fi t.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR
(Note 4)
AGAINST
(Note 4)
1. To conf rm, approve and ratify the proposal for adoption of the
2011 Share Option Scheme (as more particularly def ned and
described in the ordinaryresolution No. 1 in the notice of EGM)
2. To re-elect Mr. Chi Ping LAU as a non-executive director of the
Company and to authorise the board of directors of the Company
to fx his remuneration
3. To re-elect Mr. Chuan WANG as an independent non-executive
director of the Company and to authorise the board of directors
of the Company to fx his remuneration
4. To re-elect Mr. Tat Joel, CHANG as an independent non-
executive director of the Company and to authorise the board of
directors of the Company to f x his remuneration

Date: 2011 Shareholder’s Signature(s) (note 5) :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s). 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. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL, SUBJECT TO THE LIMITATION AS HEREINAFTER MENTIONED, ACT AS YOUR PROXY.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

  4. This 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 seal or under the hand of an offi cer, attorney or other person duly authorised.

  5. In the case of joint holders, any one of such joint holders may vote, either in person or by proxy, at the meeting, but if more than one of the joint holders are present at the meeting, the vote of the senior who tenders a vote, either 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 the register of members in respect of the joint holding.

  6. In order to be valid, this Form of Proxy and the power of attorney or other authority (if any) under which it is signed or a notarially certifi ed copy of that power or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or the adjourned meeting (as the case may be).

  7. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and, vote in his stead. A proxy need not be a member of the Company but must attend the meeting in person to represent you.

  8. Completion and deposit of the Form of Proxy will not preclude you from attending and voting at the EGM if you so wish.

  9. Voting for the ordinary resolutions set out in the notice will be taking by poll.