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Sinopec Kantons Holdings Limited — Proxy Solicitation & Information Statement 2016
Dec 2, 2016
49576_rns_2016-12-02_a4d2ac3d-4c08-4adc-a51c-c274de5b97cb.pdf
Proxy Solicitation & Information Statement
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**SINOPEC KANTONS HOLDINGS LIMITED (中石化冠德控股有限公司) ***
(incorporated in Bermuda with limited liability)
(Stock Code: 934)
PROXY FORM
Form of proxy for use by shareholders at the special general meeting (the “SGM”) to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 22 December 2016 at 10:00 a.m. (or at any adjournment thereof)
I/We (Note a)
of
being the holder(s) of (Note b)
shares of HK$0.10 each of
SINOPEC KANTONS HOLDINGS LIMITED (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE SGM
OR (Note c)
of
to act as my/our proxy (Note c) to attend for me/us at the SGM, as convened by the Company, to be held at Taishan Room, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, 22 December 2016 at 10:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the following resolution as set out in the notice convening the SGM and at the SGM to vote on behalf of me/us and in my/our name(s) in respect of the said resolution as indicated below, or, if no such indication is given, as my/our proxy thinks fit.
Please make a mark in the appropriate box to indicate how you wish your vote(s) to be cast on a poll (Note d) .
| ORDINARY RESOLUTIONS | FOR | AGAINST | AGAINST | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | “THAT | ||||||||
| (i) | the entering into of the New Sinopec Guangzhou Branch Framework | ||||||||
| Master Agreement (as defined in the circular of the Company dated 2 | |||||||||
| December 2016 (the “Circular”)) be and is hereby approved; | |||||||||
| (ii) | the proposed annual caps for the New Sinopec Guangzhou Branch |
||||||||
| Framework Master Agreement for the three financial years ending | 31 | ||||||||
| December 2019 be and are hereby approved; and | |||||||||
| (iii) | any one Director (or where execution under the common seal of | the | |||||||
| Company is required, any two Directors or any one Director and any one | |||||||||
| secretary of the Company) be and is/are hereby authorised to do further | |||||||||
| acts and things, entering all such transactions and arrangements, execute | |||||||||
| such other documents and/or deeds and/or take all such steps as he/she may | |||||||||
| consider necessary, desirable or expedient to carry out or give effect to | or | ||||||||
| otherwise in connection with or in relation to the New Sinopec Guangzhou | |||||||||
| Branch Framework Master Agreement.” |
| ORDINARY RESOLUTIONS | FOR | AGAINST | |||||||
|---|---|---|---|---|---|---|---|---|---|
| 2. | “THAT | ||||||||
| (i) | the entering into of the New Sinopec Finance Financial Services |
||||||||
| Framework Master Agreement (as defined in the Circular) be and is hereby | |||||||||
| approved; | |||||||||
| (ii) | the proposed annual caps for the New Sinopec Finance Financial Services | ||||||||
| Framework Master Agreement for the three financial years ending | 31 | ||||||||
| December 2019 be and are hereby approved; and | |||||||||
| (iii) | any one Director (or where execution under the common seal of | the | |||||||
| Company is required, any two Directors or any one Director and any one | |||||||||
| secretary of the Company) be and is/are hereby authorised to do further | |||||||||
| acts and things, entering all such transactions and arrangements, execute | |||||||||
| such other documents and/or deeds and/or take all such steps as he/she may | |||||||||
| consider necessary, desirable or expedient to carry out or give effect to or | |||||||||
| otherwise in connection with or in relation to the New Sinopec Finance | |||||||||
| Financial Services Framework Master Agreement.” | |||||||||
| 3. | “THAT | ||||||||
| (i) | the entering into of the New Century Bright Financial Services Framework | ||||||||
| Master Agreement (as defined in the Circular) be and is hereby approved; | |||||||||
| (ii) | the proposed annual caps for the New Century Bright Financial Services | ||||||||
| Framework Master Agreement for the three financial years ending | 31 | ||||||||
| December 2019 be and are hereby approved; and | |||||||||
| (iii) | any one Director (or where execution under the common seal of | the | |||||||
| Company is required, any two Directors or any one Director and any one | |||||||||
| secretary of the Company) be and is/are hereby authorised to do further | |||||||||
| acts and things, entering all such transactions and arrangements, execute | |||||||||
| such other documents and/or deeds and/or take all such steps as he/she may | |||||||||
| consider necessary, desirable or expedient to carry out or give effect to or | |||||||||
| otherwise in connection with or in relation to the New Century | Bright | ||||||||
| Financial Services Framework Master Agreement.” | |||||||||
| 4. | “THAT | ||||||||
| (i) | the entering into of the New Natural Gas Transmission Services Framework | ||||||||
| Master Agreement (as defined in the Circular) be and is hereby approved; | |||||||||
| (ii) | the proposed annual caps for the New Natural Gas Transmission Services | ||||||||
| Framework Master Agreement for the two financial years ending | 31 | ||||||||
| December 2019 be and are hereby approved; and | |||||||||
| (iii) | any one Director (or where execution under the common seal of | the | |||||||
| Company is required, any two Directors or any one Director and any one | |||||||||
| secretary of the Company) be and is/are hereby authorised to do further | |||||||||
| acts and things, entering all such transactions and arrangements, execute | |||||||||
| such other documents and/or deeds and/or take all such steps as he/she may | |||||||||
| consider necessary, desirable or expedient to carry out or give effect to or | |||||||||
| otherwise in connection with or in relation to the New Natural Gas | |||||||||
| Transmission Services Framework Master Agreement.” | |||||||||
| 5. | “THAT | ||||||||
| (i) | the entering into of the New Gas Storage Framework Master | Lease | |||||||
| Agreement (as defined in the Circular) be and is hereby approved; | |||||||||
| (ii) | the proposed annual caps for the New Gas Storage Framework Master | ||||||||
| Lease Agreement for the two financial years ending 31 December 2019 | be | ||||||||
| and are hereby approved; and | |||||||||
| (iii) | any one Director (or where execution under the common seal of | the | |||||||
| Company is required, any two Directors or any one Director and any one | |||||||||
| secretary of the Company) be and is/are hereby authorised to do further | |||||||||
| acts and things, entering all such transactions and arrangements, execute | |||||||||
| such other documents and/or deeds and/or take all such steps as he/she may | |||||||||
| consider necessary, desirable or expedient to carry out or give effect to or | |||||||||
| otherwise in connection with or in relation to the New Gas Storage | |||||||||
| Framework Master Lease Agreement.” |
| ORDINARY RESOLUTIONS | FOR | AGAINST | ||||
|---|---|---|---|---|---|---|
| 6. | “THAT | |||||
| (i) | the entering into of the New Services Outsourcing Framework Master | |||||
| Agreement (as defined in the Circular) be and is hereby approved; | ||||||
| (ii) | the proposed annual caps for the New Services Outsourcing Framework | |||||
| Master Agreement for the two financial years ending 31 December 2019 be | ||||||
| and are hereby approved; and | ||||||
| (iii) | any one Director (or where execution under the common seal of the | |||||
| Company is required, any two Directors or any one Director and any one | ||||||
| secretary of the Company) be and is/are hereby authorised to do further | ||||||
| acts and things, entering all such transactions and arrangements, execute | ||||||
| such other documents and/or deeds and/or take all such steps as he/she may | ||||||
| consider necessary, desirable or expedient to carry out or give effect to or | ||||||
| otherwise in connection with or in relation to the New Services |
||||||
| Outsourcing Framework Master Agreement.” | ||||||
| 7. | “THAT | |||||
| (i) | the entering into of the New Yu Ji Pipeline Financial Services Framework | |||||
| Master Agreement (as defined in the Circular) be and is hereby approved; | ||||||
| (ii) | the proposed annual caps for the New Yu Ji Pipeline Financial Services | |||||
| Framework Master Agreement for the two financial years ending 31 | ||||||
| December 2019 be and are hereby approved; and | ||||||
| (iii) | any one Director (or where execution under the common seal of the | |||||
| Company is required, any two Directors or any one Director and any one | ||||||
| secretary of the Company) be and is/are hereby authorised to do further | ||||||
| acts and things, entering all such transactions and arrangements, execute | ||||||
| such other documents and/or deeds and/or take all such steps as he/she may | ||||||
| consider necessary, desirable or expedient to carry out or give effect to or | ||||||
| otherwise in connection with or in relation to the New Yu Ji Pipeline | ||||||
| Financial Services Framework Master Agreement.” | ||||||
| 8. | “THAT | |||||
| (i) | the entering into of the Yu Ji Compression Project Framework Master | |||||
| Agreement (as defined in the Circular) be and is hereby approved; | ||||||
| (ii) | any one Director (or where execution under the common seal of the | |||||
| Company is required, any two Directors or any one Director and any one | ||||||
| secretary of the Company) be and is/are hereby authorised to do further | ||||||
| acts and things, entering all such transactions and arrangements, execute | ||||||
| such other documents and/or deeds and/or take all such steps as he/she may | ||||||
| consider necessary, desirable or expedient to carry out or give effect to or | ||||||
| otherwise in connection with or in relation to the Yu Ji Compression | ||||||
| Project Framework Master Agreement.” |
Dated the
day of 2016
Shareholder’s signature x x (Notes e, f, g, h and i)
Notes:
-
(a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .
-
(b) Please insert the number of 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 capital of the Company registered in your name(s).
-
(c) A proxy need not be a shareholder of the Company. If you wish to appoint some person other than the Chairman of the SGM as your proxy, please delete the words “ THE CHAIRMAN OF THE SGM OR ” and insert the name and address of the person appointed proxy in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY.
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(d) IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the SGM other than those set out in the notice convening the SGM.
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(e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
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(f) The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.
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(g) In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Secretaries Limited, at Level 22 Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible, and in any event not later than forty-eight (48) hours before the time appointed for the holding the SGM or any adjourned meeting thereof (as the case may be).
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(h) Completion and delivery of the form of proxy will not preclude you from attending and voting at the SGM if you so wish.
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(i) ANY ALTERATION MADE TO THIS FORM SHOULD BE INITIALLED BY THE PERSON WHO SIGNED THE FORM.
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For identification purposes only