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Xingye Alloy Materials Group Limited Proxy Solicitation & Information Statement 2012

May 10, 2012

49256_rns_2012-05-10_c98cbd93-1f87-450a-b020-103ded7e1438.pdf

Proxy Solicitation & Information Statement

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XINGYE COPPER INTERNATIONAL GROUP LIMITED 興業銅業國際集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 505)

FORM OF PROXY for the extraordinary general meeting (“EGM”) to be held on Wednesday, 30 May 2012 (or any adjournment thereof)

I/We[(Note 1)] , of

being the registered holder(s) of[(Note 2)]

shares of HK$0.10 each in the capital of Xingye Copper International

Group Limited (the “Company”) hereby appoint the Chairman of the EGM[(Note 3)]

or of

as my/our proxy to attend and act on my/our behalf at the EGM of the Company to be held at No. 1 Linfang Road, Bailiangqiao, Zonghan, Cixi City, Zhejiang Province, the PRC on Wednesday, 30 May 2012 at 10:00 a.m. or at any adjournment thereof and to vote for me/us on the resolutions referred to in the Notice of the EGM (with or without modifications) as indicated below:

  • RESOLUTION FOR[(Note 4)] AGAINST[(Note 4)]

  • (a) To approve, ratify and confirm the entering into of the JV Agreement between Cixi Xingxin, Hu Mingda and Hu Minglie and the JV Transaction; and

  • (b) to authorize any one director of the Company for and on behalf of the Company to execute any such other documents, instruments and agreements and to do any such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in the JV Agreement and the JV Transaction.

The description of the resolution is by way of summary only. The full text of the resolution is set out in the notice of the EGM.

Signature(s)[(Note 5)] : Notes:

Dated this day of 2012

  1. Please insert full name(s) and address(es) in BLOCK CAPITAL LETTERS .

  2. Please insert the number of shares registered in your name(s) to which the proxy relates. 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).

  3. If any proxy other than the Chairman of the EGM is preferred, strike out the words “the Chairman of the EGM”, and insert the name and address of the proxy desired in the space provided.

  4. IMPORTANT: IF YOU WISH YOUR PROXY TO VOTE ON YOUR BEHALF FOR A PARTICULAR RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH YOUR PROXY TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice of the EGM which has been properly put to the meeting.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of any duly authorized officer.

  6. In the case of joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the EGM personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

  7. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or other authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited (the “Branch Registrar”), at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting.

  8. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from 28 May 2012 to 30 May 2012 (both days inclusive), during which period no transfer of the Shares will be effected. In order to qualify for attending the EGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the Branch Registrar at the address stated above by no later than 4:30 p.m. on 25 May 2012.

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

  10. Completion and return of this form of proxy will not preclude you from attending and voting in person at the EGM if you so desire.

  11. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.