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Rego Interactive Co., Ltd Proxy Solicitation & Information Statement 2006

Nov 3, 2006

50588_rns_2006-11-03_8aadfc15-5453-4c05-99e0-f3d30143c934.pdf

Proxy Solicitation & Information Statement

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability) (Stock Code: 1065) PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING

The number of H Shares to which this proxy form relates (Note 1)

I/We [(note][2)] of being the registered holders of [(note][1)] H shares (the “ Shares ”) of nominal value of RMB1.00 each in the capital of Tianjin Capital Environmental Protection Company Limited (the “ Company ”), is/are the shareholder(s) of the Company, and HEREBY APPOINT THE CHAIRMAN OF THE EXTRAORDINARY GENERAL MEETING or [(note][3)] as my/our proxy(ies) to attend and act for me/us 76andWeijinon my/ourSouthbehalfRoad,atNankaithe extraordinaryDistrict, Tianjin,generalthemeetingPeople’s(theRepublic“ EGM ”)ofofChinathe Company(the “ PRC to ”)be atheld10:30at thea.m.conferenceon 19th Decemberroom of the2006Company(or at anyon 5thadjournmentFloor, TCEPthereof)Building,and to exercise the right of voting 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(ies) thinks(s) fit. My/our proxy will also be entitled to vote on any matter properly put to the EGM in such manner as he/she thinks fit.

Resolutions Resolutions Resolutions
Ordinary Resolutions
1.To consider and approve the proposal in respect of the re-election and re-appointment of Ms. Ma Baiyu asthe executive Director of the Fourth Board of Directors of the Company (note 13)
2.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. Gu Qifeng asthe executive Director of the Fourth Board of Directors of the Company (note 13)
3.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. An Pindongas the executive Director of the Fourth Board of Directors of the Company (note 13)
4.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. WangZhanying as the executive Director of the Fourth Board of Directors of the Company (note 13)
5.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. Tan Zhaofuas the executive Director of the Fourth Board of Directors of the Company (note 13)
6.To consider and approve the proposal in respect of the re-election and re-appointment of Ms. Fu Yana asthe executive Director of the Fourth Board of Directors of the Company (note 13)
7.To consider and approve the proposal in respect of the re-election and reappointment of Mr. Ko Poming asthe independent non-executive Director of the Fourth Board of Directors of the Company (note 13)
8.To consider and approve the proposal in respect of the re-election and reappointment of Mr. Gao Zongzeas the independent non-executive Director of the Fourth Board of Directors of the Company (note 13)
9.To consider and approve the proposal in respect of the re-election and reappointment of Mr. Wang Xiangfeias the independent non-executive Director of the Fourth Board of Directors of the Company (note 13)
10.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. Zhang Wenhuias the Supervisor of the 4th Supervisory Committee of the Company (note 13)
11.To consider and approve the proposal in respect of the re-election and re-appointment of Mr. Nie Youzhuangas the Supervisor of the 4th Supervisory Committee of the Company (note 13)
12.To consider and approve the proposal in respect of the appointment of Ms. Wang Yanmin as the Supervisorof the 4th Supervisory Committee of the Company (note 13)
13.To consider and approve the proposal in respect of the appointment of Mr. Zhang Baoxiang as theSupervisor of the 4th Supervisory Committee of the Company (note 13)
14.To consider and approve the proposal in respect of the remuneration of the Directors of the Fourth Boardof Directors of the Company
Special Resolutions
Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtainedand/or the procedures as required under the laws, regulations and/or administrative orders of Hong Kong and thePRC being completed,
15. To consider and approve the proposal in respect of the amendments to the Rules Governing the Proceduresfor Operating the Shareholders’ General Meeting
16. To consider and approve the proposal in respect of the amendments to the Rules Governing the Proceduresfor Operating the Meeting of the Board of Directors
17. To consider and approve the proposal in respect of the amendments to the Rules Governing the Proceduresfor Operating the Meeting of the Supervisory Committee
Date: 2006Signature(s) (note 5)
  • Date: 2006 Signature(s) : Notes: 1. Please insert the number of shares (the “Shares”) in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all Shares registered in your name(s).
  1. Please insert the full name(s) in Chinese and English and address(es) (as shown in the register of members of the Company) in block capital(s).

  2. If any proxy other than the Chairman of the EGM is preferred, strike out “the Chairman of the Extraordinary General Meeting” and insert the name and the address of the proxy desired in the space provided. Each shareholder of the Company is entitled to appoint one or more proxies to attend and vote at the EGM. The proxy needs not be a member of the Company. Any alteration made to this proxy form must be signed by the person who signs it.

  3. Important: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the 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/her discretion on any resolution properly put to the EGM other than those referred to in the notice(s) convening the EGM.

  4. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or an institution, either under the common seal or under the hand of any director or attorney duly authorised in writing. In any event, the execution shall be made in accordance with the articles of association of such corporation or institution.

  5. In order to be valid, this proxy form and, if such proxy form is signed by a person under a power of attorney or authority on behalf of the appointer, a notarially certified power of attorney (if any) or other authority (if any) under which it is signed, must be deposited at the Company’s principal office address at TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the EGM or any adjournments thereof.

  6. A proxy, on behalf of the shareholder of the Company, attending the EGM shall bring along the proxy form duly completed and signed as well as the proof of identification of the proxy. 8. This proxy form shall be completed in form of a set of two copies, one of which shall be lodged to the Company pursuant to Note 6; and the other copy shall be produced upon the EGM by the proxy of the shareholder of the Company pursuant to Note 7.

  7. Completion and delivery of this proxy form will not prelude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

  8. In the case of joint registered holders of any Shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the EGM, either personally or by proxy, that one of the said persons so present whose name stands first on the register of member of the Company in respect of such Shares shall be accepted to the exclusion of the votes of the other joint registered holders.

  9. The proxy needs not be a member of the Company but must attend the EGM in person to represent you.

  10. The resolution set out in this proxy form is only summary. The full text is set out in the “Notice of EGM”.

  11. The election of the executive Directors, independent non-executive Directors and Supervisors adopts cumulative voting system. If you wish to vote for the candidate, please fill in number of votes you vote for such candidate in the box marked “For”.