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Nanfang Communication Holdings Limited — Proxy Solicitation & Information Statement 2020
May 8, 2020
50041_rns_2020-05-08_8dde79e1-540b-4f87-a7d7-2752330916ba.pdf
Proxy Solicitation & Information Statement
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Proxy Form of Holders of H Shares for use at the Annual General Meeting
I/We [(Note][1)] of (as shown in the register of shareholders) being the registered holder(s) of [(Note][2)] H shares of RMB1.00 each, in the share capital of the Company, HEREBY APPOINT [(Note][3)] of or failing him [(Note][3)] of or failing him, the Chairman of the meeting or any other director of the Company as my/our proxy in respect of [(Note][4)] H shares in the capital of the Company held by me/us to attend and act for me/us at the Annual General Meeting of the Company to be held at 9:00 a.m. on Tuesday, 23 June 2020 at the Conference Room, Room 112, the Office Building of the Company, No. 9 Siwei Road, Capital Airport, Beijing, the People’s Republic of China (“ PRC ”) or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.
| Ordinary Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) | |
|---|---|---|---|---|
| (1) | to consider and approve the report of the Board of Directors of | |||
| the Company (the “Board”) for the year ended 31 December | ||||
| 2019; | ||||
| (2) | to consider and approve the report of the Supervisory | |||
| Committee of the Company for the year ended 31 December | ||||
| 2019; | ||||
| (3) | to consider and approve the audited Financial Statements and | |||
| the Independent Auditor’s Report for the year ended 31 | ||||
| December 2019; | ||||
| (4) | to consider and approve the profit appropriation proposal for | |||
| the year ended 31 December 2019; | ||||
| (5) | toconsiderandapprovethere-appointmentof | |||
| PricewaterhouseCoopersZhongTianLLPand | ||||
| PricewaterhouseCoopers,astheCompany’sPRCand | ||||
| international auditors, respectively, for the year ending 31 | ||||
| December 2020 and the granting of the authorisation to the | ||||
| Board to determine their remuneration; | ||||
| (6) | to consider and approve the following candidates as directors | |||
| of the eighth session of the Board, the granting of the | ||||
| authorisation to the Board to determine their respective | ||||
| remuneration and the granting of the authorisation to the | ||||
| Board to arrange for service contracts and/or appointment | ||||
| letters granted by the Company respectively to all directors of | ||||
| the eighth session of the Board upon such terms and | ||||
| conditions as the Board shall think fit, and to do all such | ||||
| acts and things to effect such matters: | ||||
| (i)to re-elect Mr. Liu Xuesong as an executive director; | ||||
| (ii)to re-elect Mr. Han Zhiliang as an executive director; | ||||
| (iii)to appoint Mr. Zhang Guoliang as an executive | ||||
| director; | ||||
| (iv)to re-elect Mr. Gao Shiqing as a non-executive | ||||
| director; | ||||
| (v)to appoint Mr. Jia Jianqing as a non-executive | ||||
| director; | ||||
| (vi)to appoint Mr. Song Kun as a non-executive director; | ||||
| (vii)to re-elect Mr. Jiang Ruiming, who will have served | ||||
| more than nine years, as an independent non- | ||||
| executive director; | ||||
| (viii)to re-elect Mr. Liu Guibin, who will have served | ||||
| more than nine years, as an independent non- | ||||
| executive director; | ||||
| (ix)to re-elect Mr. Zhang Jiali as an independent non- | ||||
| executive director; and | ||||
| (x)to appoint Mr. Xu Hanzhong as an independent non- | ||||
| executive director; |
| Ordinary Resolutions | Ordinary Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) | ||
|---|---|---|---|---|---|---|
| (7) | toconsiderandapprovethefollowingcandidatesassupervisorsoftheeighthsessionofthesupervisorycommittee, the granting of the authorisation to the Board todetermine their respective remuneration and the granting ofthe authorisation to the Board to arrange for service contractsand/orappointmentlettersgrantedbytheCompanyrespectively to all supervisors of the eighth session of thesupervisory committee upon such terms and conditions as theBoard shall think fit, and to do all such acts and things toeffect such matters: | |||||
| (i)to re-elect Mr. Song Shengli as the supervisorrepresenting the shareholders; | ||||||
| (ii)to re-elect Mr. Wang Xiaolong as an independentsupervisor; and | ||||||
| (iii)toappointMr.JaphetSebastianLawasanindependent supervisor. |
Date:
2020 Signature(s) [(Note][6)] :
Notes:
-
Please insert full name(s) and address(es) (as shown in the register of shareholders) in block capitals.
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Please insert the number of all the shares in the Company registered in your name(s).
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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. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
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Please indicate clearly the number of shares in the Company registered in your name(s) in respect of which the proxy is so appointed. If no such number is inserted, the proxy is deemed to be appointed in respect of all the shares in the Company registered in your name(s).
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Important: If you wish to vote for any resolution, tick in the box marked “For”. If you wish to vote against any resolution, tick in the box marked “Against”. If you wish to abstain from voting on any resolution, tick in the box marked “Abstain”. Any abstain vote or waiver to vote shall be disregarded as voting rights for the purpose of calculating the result of that resolution. If you wish to vote only part of the number of H shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of a tick in the relevant box. Failure to tick or state the exact number of shares in any box will entitle your proxy to cast your vote at his discretion.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.
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To be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or other authority on behalf of the appointer, a notarially certified copy of that power of attorney or other authority, must be deposited at the Company’s H share registrar, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 24 hours before the time appointed for the holding of the Annual General Meeting of the Company or 24 hours before the time appointed for taking the poll.