China Longyuan Power : FORM OF PROXY FOR THE FIRST DOMESTIC SHAREHOLDERS CLASS MEETING IN 2……
06/18/2012| 07:56am US/Eastern

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THE SECOND FORM OF PROXY FOR THE
FIRST DOMESTIC SHAREHOLDERS CLASS MEETING IN 2012 (Note
1)
The number of Domestic Shares relating to this form of proxy
(Note 2)
I/We (Note 3) of
being the holder(s) of Domestic Shares (Note 4)
of China Longyuan Power Group Corporation
Limited* (the "Company"), hereby appoint the Chairman of the
meeting, or (Note 5)
of as my/our proxy to attend and vote for me/us and on my/our
behalf at the first domestic shareholders class meeting of
the Company in 2012 (the "domestic shareholders class
meeting") to be held at Conference Room, 22/F, Tower C,
International Investment Plaza, 6-9 Fuchengmen North Street,
Xicheng District, Beijing, the People's Republic of China
(the "PRC") on Tuesday, 3 July 2012 at 9:30 a.m. or at any
adjournment thereof as indicated hereunder in respect of the
resolutions set out in the notice of the domestic
shareholders class meeting. In the absence of any indication,
the proxy may vote at his/her own discretion.
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Special Resolutions
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For(Note 6)
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Against(Note 6)
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Abstain(Note 6)
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1. To consider and approve the following resolution in
respect of the proposal to issue the Placing Shares:
"THAT:
the following items of the issuance of the Placing
Shares be and are hereby individually approved and be
implemented subject to a number of approvals from the
relevant PRC regulatory authorities:
(1) Class of Shares
(2) Size of issuance
(3) Transfer of Domestic Shares to the NSSF (4) Target
investors
(5) Pricing
(6) Accumulated undistributed profit
(7) Validity period of the Shareholders' resolutions
(8) Matters relating to authorization in connection
with the issuance of the Placing Shares"
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2. To consider and approve the resolution in respect of
the proposal on the use of proceeds of the issuance of
the Placing Shares.
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Date: 2012 Signature (Note 7):
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Notes:
Important: You should first review the Company's circular
dated 25 May 2012 and the announcement of amendments to a
proposal of the first extraordinary general meeting in 2012,
the first domestic shareholders class meeting in 2012 and the
first H shareholders class meeting in 2012 issued by the
Company on 15
June 2012 ("Announcement of Amendments to a Proposal") before
appointing a proxy.
1. Given that the first proposal originally set out in the
form of proxy for the first domestic shareholders class
meeting in 2012 issued on 25 May 2012 by the Company ("Form
of Proxy Dated 25 May") has been amended, the Form of Proxy
Dated 25 May has become void and has been completely replaced
by this form of proxy. If you had completed and submitted the
Form of Proxy Dated 25 May, please note that the completed
and submitted Form of Proxy Dated 25 May has become void.
2. Please insert the number of Domestic Shares registered in
your name(s) relating to this form of proxy. If the number is
inserted, this form of proxy will be deemed to relate only to
such Domestic Shares. If no number is inserted, the form of
proxy will be deemed to relate to all Domestic Shares of the
Company registered in your name(s).
3. Please insert the full name(s) (in Chinese or English) and
registered address(es) as shown on the register of members of
the Company in block letters.
4. Please insert the number of Domestic Shares registered in
your name(s). If no number of Domestic Shares is inserted,
this form of proxy will be deemed to relate to all Domestic
Shares in the capital of the Company registered in your
name(s).
5. If any proxy other than the Chairman of the meeting of the
Company is preferred, please cross out the words "the
Chairman of the meeting or" and insert the name(s) and
address(es) of the proxy(ies) desired in the spaces provided.
A holder of Domestic Shares may appoint one or more proxies
to attend and vote on his/her behalf. A proxy need not be a
Shareholder of the Company. Any alteration made to this form
of proxy must be initialled by the person who signs it.
6. Important: If you wish to vote for any resolution, please
tick the appropriate box marked "FOR" or insert the relevant
number of Domestic Shares. If you wish to vote against any
resolution, please tick the appropriate box marked "AGAINST"
or insert the relevant number of Domestic Shares. If you wish
to abstain from voting on any resolution, please tick the
appropriate box marked "ABSTAIN" or insert the relevant
number of Domestic Shares. Any abstain vote or waiver to vote
shall be disregarded as voting rights for the purpose of
calculating the result of that resolution. If no direction is
given, your proxy may vote at his/her own discretion.
7. This form of proxy must be signed by you, or your attorney
duly authorised in writing or, in the case of a legal person,
must be either executed under its common seal or under the
hand of its directors or attorney duly authorised.
8. In the case of joint holders of Domestic Shares, only the
one among the relevant joint domestic shareholders whose name
stands first on the register of members shall be entitled to
attend and vote at the meeting, either personally or by
proxy, in respect of such Shares.
9. If the form of proxy is signed by another person under a
power of attorney or other authorisation documents given by
the appointer, such power of attorney or other authorisation
documents shall be notarised. The form of proxy and the
notarised power of attorney or other authorisation documents
must be lodged with the Company's head office in the PRC at
Tower C, International Investment Plaza, 6-9 Fuchengmen North
Street, Xicheng District, Beijing, the PRC not less than 24
hours before the time fixed for holding the domestic
shareholders class meeting.
10. The domestic shareholders class meeting is expected to
take less than half a day. The domestic shareholders who
attend the domestic shareholders class meeting shall be
responsible for their own travel and accommodation expenses.
The domestic shareholders or their proxy(ies) shall show
proof of their identities when attending the domestic
shareholders class meeting.
* For identification purpose only
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