Xinte Energy Co., Ltd. — Proxy Solicitation & Information Statement 2018

Mar 27, 2018

XINTE ENERGY CO., LTD. 新特能源股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1799)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 16 APRIL 2018

I/We (Note 1) of

shares (Note 2) of RMB1.00 each in the share capital of Xinte Energy (Note 3) ,

being the registered holder(s) of

Co., Ltd. (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or of

as my/our proxy to attend and vote for me/us and on my/our behalf at the first extraordinary general meeting of 2018 (the “ Meeting ”) of the Company to be held at the Conference Room of the Conference Center of TBEA Co., Ltd. at No. 189, South Beijing Road, Changji, Xinjiang, the People’s Republic of China (the “ PRC ”) at 11:00 a.m. on Monday, 16 April 2018, for the purposes of considering and, if thought fit, passing the resolution as set out in the notice of the Company convening the Meeting.

(Note 4) Please tick (“✓”) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll .

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
1.	“THATa 36,000-ton-per-annum high-purity polysilicon industrial production upgrade project (the “Project”), which will increase the Company’s total polysilicon production capacity to 66,000 tons per annum be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/ or give effect to the terms of the Project.”;
2.	To consider and approve the continuing connected transactions entered with TBEA Co., Ltd. (the “TBEA”) contemplated under the below framework agreements be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions.:
2.1.	the New Product Procurement Framework Agreement (Type 1) entered into between TBEA and the Company on 15 December 2017, and the proposed annual caps of the New Product Procurement Framework Agreement (Type 1);
2.2.	the New Coal Procurement Framework Agreement (Type 2) entered into between TBEA and the Company on 15 December 2017, and the proposed annual caps of the New Coal Procurement Framework Agreement (Type 2);
2.3.	the New Miscellaneous Services Framework Agreement (Type 4) entered into between TBEA and the Company on 15 December 2017, and the proposed annual caps of the TBEA Framework Agreements.

ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	FOR (Note 4)	AGAINST (Note 4)	ABSTAIN (Note 4)
3.	To consider and approve the continuing connected transactions entered with Xinjiang Tebian (Group) Co., Ltd. (the “Xinjiang Tebian”) contemplated under the below framework agreements be and are hereby generally and unconditionally approved and the directors of the Company acting together or by committee, or any director of the Company acting individually, be and is hereby authorised to do all such further acts and things and execute such further documents and take all such steps which in his/her/their opinion may be necessary, desirable or expedient to implement and/or give effect to the terms of such continuing connected transactions:
3.1.	the New Product Procurement Framework Agreement (Type 3) entered into between Xinjiang Tebian and the Company on 15 December 2017, and the proposed annual caps of the New Product Procurement Framework Agreement (Type 3);
3.2.	the New Miscellaneous Services Framework Agreement (Type 5) entered into between Xinjiang Tebian and the Company on 15 December 2017, and the proposed annual caps of the New Miscellaneous Services Framework Agreement (Type 5) ; and
3.3.	the Transportation Services Framework Agreement (Type 6) entered into between Xinjiang Tebian and the Company on 15 December 2017, and the proposed annual caps of the Transportation Services Framework Agreement (Type 6).

Date:

Signature(s):

Notes:

1. Full name(s) and addresses (es) to be inserted in BLOCK LETTERS .

2. Please insert the class and the number of shares registered in your name(s) to which this form of proxy related. If no number is inserted, this revised form of proxy will be deemed to relate to all shares registered in your name(s).

3. If any proxy other than the chairman of the Meeting is preferred, please 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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, TICK IN THE BOX MARKED “ABSTAIN”. ANY ABSTAIN VOTE OF SHAREHOLDERS PRESENT AT THE MEETING (INCLUDING THEIR PROXIES) SHALL BE REGARDED AS VOTING RIGHTS FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION; BALLOTS OF ANY VOTES WHICH ARE INCOMPLETE, INCORRECTLY COMPLETED, ILLEGIBLE OR NOT CAST SHALL BE DEEMED TO BE FORBIDDEN VOTING RIGHTS, THUS THE VOTING RESULT IN RESPECT OF THESE SHARES SHALL BE COUNTED AS “ABSTAIN” AND THE VOTES SHALL BE REGARDED AS VOTING RIGHTS FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION; WHILE FOR SHAREHOLDERS NOT PRESENT AT THE MEETING, ANY WAIVER TO VOTE SHALL BE DISREGARDED AS VOTING RIGHTS FOR THE PURPOSE OF CALCULATING THE RESULTS OF RESOLUTIONS. If no direction is given, your proxy may vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the revised notice of the Company convening the Meeting dated 27 March 2018.

5. This form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must be either under its common seal or under the hand of its legal representative or duly authorised attorney. If this form of proxy is signed by an attorney of the shareholder, the power of attorney authorizing that attorney to sign or other document(s) of authorisation must be notarised.

6. In case of joint holders of any share, 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 in the register of members and who tenders a vote, whether personally or by proxy, will be accepted to the exclusion of the votes of other joint holder(s).

7. In order to be valid, this form of proxy together with the power of attorney or other document(s) of authorization (if any) must be deposited with the Computershare Hong Kong Investor Services Limited, the H share registrar of the Company in Hong Kong, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (for holders of H shares) or to the Company’s Board secretary office at No. 399, South Changchun Road, New Downtown, Urumqi, Xinjiang, the PRC (for holders of domestic shares), not less than 24 hours before the time fixed for holding the Meeting (i.e. no later than 11:00 a.m. on Sunday, 15 April 2018) or any adjournment thereof, as the case may be. Completion and return of the form(s) of proxy will not preclude you from attending and voting in person at the Meeting thereof should you so wish.

8. Shareholders or their proxies attending the Meeting shall produce their identity documents.