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KPa-BM Holdings Limited Proxy Solicitation & Information Statement 2012

Apr 27, 2012

50743_rns_2012-04-27_6a393eba-890e-4ff3-a8ff-b079d151f771.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1193)

PROXY FORM

Form of proxy for use at the Annual General Meeting of China Resources Gas Group Limited (the “Company”) to be held at Room 1901-05, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong on Thursday, the 31st day of May 2012 at 4:15 p.m. and at any adjournment thereof.

I/We (note 1)

of

being the registered holder(s) of (note 2) shares of HK$0.10 each in the capital of China Resources Gas Group Limited (“the Company”), HEREBY APPOINT (note 3) of

or failing him, the chairman of the meeting, to act for me/us as my/our proxy at the Annual General Meeting of the Company to be held on Thursday, the 31st day of May 2012 at 4:15 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit (note 4) .

Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst Ordinary ResolutionsForAgainst
1.To receive and consider the audited consolidated financial statements and theDirectors’ Report and the Independent Auditor’s Report for the year ended 31December 2011.
2.To declare a final dividend of 10 HK cents per share for the year ended 31December 2011.
3.(1)To re-elect Mr. DU Wenmin as Director.(2)To re-elect Mr. WEI Bin as Director.(3)To re-elect Mr. WONG Tak Shing as Director.(4)To authorise the Board of Directors to fix the remuneration of the Directors.
4.To re-appoint Messrs. Deloitte Touche Tohmatsu, Certified Public Accountants,as Auditor and to authorise the Board of Directors to fix the Auditor’sremuneration.
5.A.To give a general mandate to the Directors to allot, issue and deal withadditional shares of the Company not exceeding 20 per cent. of the existingissued share capital of the Company (the “General Mandate”).B.To give a general mandate to the Directors to repurchase shares of theCompany not exceeding 10 per cent. of the existing issued share capital ofthe Company (the “Repurchase Mandate”).C.To issue under the General Mandate an additional number of sharesrepresenting the number of shares repurchased under the RepurchaseMandate.
the Company (the “ Repurchase Man date”).
C.To issue under therepresenting the nMandate. General Mandumber of shares ate an additional nu repurchased under mber of sharesthe Repurchase
Date
d thisday of 2012Sha reholder’s Signat ure (note 5) :
:
Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
Please insert the number of the sCompany registered in your nam hares registered in youe(s). r name(s). If no number is in serted, this form of pr oxy will be deemed to relate to all the shares in the
Please insert the name and addrPROXY ess of the proxy desire d. IF NO NAME IS INSER TED, THE CHAIRM AN OF THE MEET ING WILL ACT AS YOUR
.IMPORTANT: IF YOU WISH TO VOTE FOR AN Y RESOLUTION, PUT A “ TICK IN THE BOX **MARKED “FOR”. ** IF YOU WISH TO VOTE

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of the shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in 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 ACT AS YOUR PROXY .

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST” . Failure to do so will entitle your proxy to cast his vote 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.

  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 common seal or under the hand of an officer or attorney duly authorised.

  5. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one of such joint holders be present at the 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 shares shall alone be entitled to vote in respect thereof.

  6. To be valid, this form of proxy, 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 principal place of business at Room 1901-05, China Resources Building, 26 Harbour Road, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof.

  7. Any member entitled to attend and vote at the meeting may appoint one or more proxies to attend and, on a poll, vote instead of him. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

  9. ANY ALTERATION MADE TO THIS FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .