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Red Star Macalline Group Corporation Ltd. — Proxy Solicitation & Information Statement 2018
Nov 11, 2018
49979_rns_2018-11-11_b1294f99-4de2-4306-951a-e6d7671bcfa2.pdf
Proxy Solicitation & Information Statement
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Red Star Macalline Group Corporation Ltd. 紅星美凱龍家居集團股份有限公司
(A sino-foreign joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1528)
SUPPLEMENTAL PROXY FORM OF SHAREHOLDERS FOR THE 2018 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 NOVEMBER 2018
I/We[(Note 1)][(Note 2)] of being the registered holder(s) of H shares of RMB1.00 each[(Note 3)] in the share capital of Red Star Macalline Group Corporation Ltd. (the “ Company ”), hereby appoint the Chairman[(Note 4)] of the meeting or of (address) as my/our
proxy to attend and act for me/us at the 2018 Second Extraordinary General Meeting of the Company to be held at Yamei 2 Ballroom, 3/F, Crowne Plaza Shanghai Noah Square, No. 1699 Jinshajiang Road, Putuo District, Shanghai, the PRC on 28 November 2018 (Wednesday) at 1:00 p.m. (the “ Meeting ”) (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions set out in the supplemental circular and supplemental notice (the “ Supplemental Notice ”) of the Company dated 12 November 2018 regarding the 2018 Second Extraordinary General Meeting and to vote at the Meeting (and at any adjournment thereof) on behalf of me/us and in my/our name(s) in respect of the resolutions indicated below[(Note 5)] .
| ORDINARY RESOLUTION | ORDINARY RESOLUTION | **FOR **(Note 5) | **AGAINST **(Note 5) | ABSTAIN(Note 5) |
|---|---|---|---|---|
| 6. | To consider and approve the resolution on the change ofauditor | |||
| SPECIAL RESOLUTION | **FOR **(Note 5) | **AGAINST **(Note 5) | ABSTAIN(Note 5) | |
| 1. | To consider and approve the proposed amendments tothe Articles of Association |
Signature(s)[(Note 6)]
Date:
Notes:
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This supplemental proxy form is the supplemental proxy form for the purpose of the supplemental resolution set out in the Supplemental Notice and only serves as a supplement to the proxy form of holders of H shares for the 2018 Second Extraordinary General Meeting issued by the Company on 12 October 2018 (the “ First Proxy Form ”). This supplemental proxy form will not affect the validity of any First Proxy Form duly completed and lodged with the H share registrar of the Company. For the avoidance of doubt, if you have properly completed and submitted only the First Proxy Form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the First Proxy Form per your direction and he is also entitled to vote or abstain at his discretion on the additional resolutions set out in this supplemental proxy form. Similarly, if you have properly completed and submitted only this supplemental proxy form in accordance with the instructions set out therein, your appointed proxy will vote on the resolutions set out in the supplemental proxy form per your direction and he is also entitled to vote or abstain at his discretion on the resolutions set out in the First Proxy Form. If you wish to provide specific direction to your proxy regarding the voting of all resolutions set out in the First Proxy Form and this supplemental proxy form, you should duly complete and submit both the First Proxy Form and this supplemental proxy form in accordance with the instructions set out therein.
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Please insert full name(s) and address(es) as shown in the register of members of the Company in BLOCK CAPITALS .
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Please insert the number of shares registered in your name(s) to which this supplemental proxy form relates. If no number of shares is inserted, this supplemental proxy form will be deemed to relate to all shares registered in your name(s).
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If any proxy other than the chairman of the Meeting is preferred, strike out the words “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the Meeting may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you. Such proxies may only exercise their voting rights in a poll. ANY ALTERATION MADE TO THIS SUPPLEMENTAL PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (✔) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (✔) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN, TICK (✔) IN THE RELEVANT BOX BELOW THE BOX MARKED “ABSTAIN”. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting other than those referred to in the notice of the Meeting and the Supplemental Notice of the Meeting. Any vote which is not filled or filled wrongly or with unrecognizable writing or not casted will be deemed as having been waived by you and the corresponding vote will be counted as “Abstained”.
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This supplemental proxy form must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be executed either under its common seal or under the hand of its director(s) or duly authorised attorney. If the supplemental proxy form is signed by an attorney of the shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
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In case of joint holders of any shares, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he is solely entitled thereto. However, if more than one of such joint holders are present at the Meeting, personally or by proxy, the vote of the joint holder whose name stands first on the register of members, whether in person or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).
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To be valid, this proxy form, together with the power of attorney or other authority, if any, under which it is signed, or a notary certified copy of such power of attorney or authority, must be completed and deposited at the office of the H share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares), or at the Company’s headquarters in the PRC, at 9/F Red Star World Trade Building, No. 598, Nujiang Road North, Putuo District, Shanghai, the PRC (for holders of A shares), at least 24 hours before the Meeting or any adjournment thereof.
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Completion and delivery of this proxy form will not preclude you from attending and voting at the Meeting in person if you so wish.
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Shareholders or their proxies attending the Meeting shall produce their identity documents.