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

Jun 15, 2006

50588_rns_2006-06-15_6c436ca4-4290-475c-b6ea-47c703708b94.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)

SUPPLEMENTAL PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

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

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I/We [(note][2)]

of

being the registered holders of [(note1)] 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 ANNUAL GENERAL MEETING

or [(note][3)] as my/our proxy(ies) to attend and act for me/us and on my/our behalf at the annual general meeting (the “ AGM ”) of the Company to be held at the conference room of the Company on 5th Floor, TCEP Building, 76 Weijin South Road, Nankai District, Tianjin, the People’s Republic of China (the “ PRC ”) at 10:30 a.m. on 30th June 2006 (or at any adjournment thereof) and to exercise the right of voting at such meeting or at any adjournment thereof in respect of the resolution 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 AGM in such manner as he/she thinks fit.

  • Special Resolution For [(note][4)] Against [(note][4)]

    1. Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed, (a) to consider and approve the Proposed Amendments to the Articles of Association (as defined and described in the Appendix of the circular of the Company dated 15 June 2006, a copy of which was marked “A” and has been produced to the AGM and signed by the chairman of the AGM for the purpose of identification); and
  • (b) to authorise the Board to do all such further acts and things and take all steps which in the Board’s opinion may be necessary, desirable and expedient to give effect to such amendments, including but not limited to application for approval of, registration of or filing the amended articles of association of the Company to the relevant governmental authorities of the PRC and Hong Kong and making further amendments as governmental authorities of the PRC may require.

Date: 2006 Signature(s) [(note][5)] :

Notes:

  1. Please insert the number of shares (the “Shares”) in the Company registered in your name(s) and to which this supplemental proxy form relates. If no such number is inserted, this supplemental proxy form will be deemed to relate to all Shares registered in your name(s).

  2. 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).

  3. If any proxy other than the Chairman of the AGM is preferred, strike out “the Chairman of the annual general meeting or” 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 AGM. The proxy needs not be a member of the Company. Any alteration made to this supplemental proxy form must be signed by the person who signs it.

  4. 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 AGM other than those referred to in the notice(s) convening the AGM.

  5. This supplemental 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.

  6. In order to be valid, this supplemental proxy form and, if such supplemental 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 AGM or any adjournments thereof. Completion and return of the supplemental proxy form will not preclude you from attending and voting in person at the AGM or any adjournments thereof should you so wish.

  7. A proxy, on behalf of the shareholder of the Company, attending the AGM shall bring along the supplemental proxy form duly completed and signed as well as the proof of identification of the proxy.

  8. This supplemental 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 AGM by the proxy of the shareholder of the Company pursuant to Note 7.

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

  10. In the case of joint registered holders of any Shares, any one of such persons may vote at the AGM, 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 AGM, 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.

  11. The proxy need not be a member of the Company but must attend the AGM in person to represent you.

  12. The resolution set out in this supplemental proxy form is only summary. The full text is set out in the “Supplemental notice of the AGM”.