GREAT WALL MOTOR COMPANY LIMITED (a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2333) PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETINGThe number of shares to which this proxy form relates (Note 1)
I/We (Note 2)
of being the registered holder(s) of H shares (Note 3) in GREAT WALL MOTOR COMPANY LIMITED (the "Company"), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 4) as my/our proxy to attend and act for me/us at the extraordinary general meeting (the "EGM") of the Company to be held at the Company's Conference Room, No. 2266 Chaoyang Road South, Baoding, Hebei Province, the People's Republic of China (the "PRC"), on Tuesday, 22 September 2015 at 2:00 p.m. or at any adjournment thereof and to vote at such meeting or at any adjournment thereof in respect of the resolutions as hereunder indicated, or if no such indication is given, as my/our proxy thinks fit.
Resolutions | |||
Ordinary Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) |
1. | to consider and approve the proposal on the fulfilment of the conditions for the non-public issuance of A shares by the Company (details of the proposal were contained in the announcement of the Company dated 10 July 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company in respect of the proposed non-public issuance of A Shares of the Company); | ||
2. | to consider and approve the proposal regarding the Feasibility Report on the Use of Proceeds from the Non-Public Issuance of A Shares of Great Wall Motor Company Limited (revised) (details of the report were contained in the overseas regulatory announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company - "the Feasibility Report on the Use of Proceeds from the Non-Public Issuance of A Shares of Great Wall Motor Company Limited (revised) Z( �l)il'1 i% A ())"); | ||
3. | to consider and approve the proposal regarding the Report on the Use of Proceeds from Previous Fund Raising Exercise of Great Wall Motor Company Limited (details of the report were contained in the overseas regulatory announcement of the Company dated 10 July 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company - "the Report on the Use of Proceeds from Previous Fund Raising Exercise of Great Wall Motor Company Limited Z( � l)il'1 i% )"); |
Resolutions | |||
Ordinary Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) |
4. | to consider and approve the proposal regarding the Profit Distribution Plan to Shareholders for the Coming Three Years (2015-2017) of Great Wall Motor Company Limited (details of the proposal were contained in the overseas regulatory announcement of the Company dated 10 July 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company - "the Profit Distribution Plan to Shareholders for the Coming Three Years (2015-2017) of Great Wall Motor Company Limited Z( �l)il'1 i% **:= 4-(2015-20174-) * J@ J!f )"); | ||
5. | to consider and approve the proposal regarding the Report on the Use of Proceeds from Previous Fund Raising Exercise of Great Wall Motor Company Limited (As at 30 June 2015) (details of the report were contained in the overseas regulatory announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company - "the Report on the Use of Proceeds from Previous Fund Raising Exercise of Great Wall Motor Company Limited (As at 30 June 2015) Z( �l)il'1 i% (� �20154-6 jj308))"); | ||
Special Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) |
6. | To consider and approve each of the following items in relation to the proposed non-public issuance of A shares of the Company (revised) (details of the proposal were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company in respect of the proposed non-public issuance of A Shares of the Company): | ||
6. | (1) Class and nominal value of the shares to be issued | ||
6. | (2) Method of issuance | ||
6. | (3) Target investors and method of subscription | ||
6. | (4) Number of Shares to be issued | ||
6. | (5) Price determination date and pricing principles | ||
6. | (6) Valid period of the resolutions regarding the non-public issuance | ||
6. | (7) Lock-up arrangement | ||
6. | (8) Amount and use of proceeds | ||
6. | (9) Retained profits prior to the non-public issuance | ||
6. | (10) Place of listing | ||
6. | Each of the above items shall be considered and approved separately; | ||
7. | to consider and approve the Proposal on the Non-Public Issuance of A Shares of Great Wall Motor Company Limited (revised) (details of the proposal were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company - "Proposed on the Non-Public Issuance of A Shares of Great Wall Motor Company Limited (revised) (�l)il' 1 i% A ( ))"); | ||
8. | to consider and approve the proposal to authorize the board of directors of the Company, the chairman of the board of directors of the Company (the "Chairman") and the relevant persons authorised by the Chairman to deal with matters in connection with the non- public issuance of A shares by the Company at their sole discretion (details of the proposal were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company in respect of the proposed non-public issuance of A Shares of the Company); |
Resolutions | |||
Special Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) |
9. | to consider and approve the proposal to amend the Articles of Association of Great Wall Motor Company Limited (details of the proposal were contained in the announcement of the Company dated 10 July 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company in respect of the proposed non-public issuance of A Shares of the Company; | ||
10. | "THAT, subject to (i) the listing committee of The Stock Exchange of Hong Kong Limited granting the listing of, and permission to deal in, the H shares of RMB1.00 each in the capital of the Company to be issued pursuant to this resolution; and (ii) the approval by Hebei Provincial Department of Commerce: The Company proposes to issue share dividend by way of capitalisation of the undistributed profits on the basis of 10 new shares for every 10 shares in issue and distribute cash dividend of RMB2.50 per 10 shares (tax inclusive) by way of the undistributed profits to all shareholders, aggregating to 3,042,423,000 shares and RMB760,605,750 (tax inclusive) based on the total of 3,042,423,000 share capital as of 30 June 2015. The Company also proposes to issue shares to all shareholders by way of capitalisation of capital reserve (share premium) on the basis of 10 shares for every 10 shares in issue, aggregating to 3,042,423,000 shares. After the issue of the share dividend and the capitalisation of capital reserves, the total capital of the Company will increase by 6,084,846,000 shares to 9,127,269,000 shares. H Shareholders whose names appear on the share register of members on Monday, 12 October 2015 shall be entitled to the share dividend, cash dividend and new shares by way of capitalisation of capital reserves. The record date for the A Shareholders for the entitlement of the share dividend, cash dividend and new shares by way of capitalisation of capital reserves will be determined after the EGM. The A shares and H shares to be newly issued shall rank pari passu with the existing A shares and H shares in all respects. Any one executive director of the Company be and is hereby authorised to do all acts and things and execute all documents and make such arrangement as he/she may determine to be appropriate, necessary or desirable to give effect to or to implement the foregoing matters. Details of the proposal were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company. | ||
11. | "THAT, subject to the approval of special resolution numbered 10 above by the shareholders at the EGM, to approve the amendments to the articles of association of the Company as a result of the capitalisation issue (details of which were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company), and to authorize any one executive director of the Company to complete the procedures for amendment, application for review, registration, filing and other relevant issues with the relevant authorities in relation to the amendment and revisal of the articles of association on the behalf of the Company." |
Resolutions | |||
Special Resolutions | For (Note 5) | Against (Note 5) | Abstain (Note 5) |
12. | to consider and approve the absorption and merger of Baoding Xinyuan Automobile Inner Decoration Co., Ltd., Baoding Great Wall Boxiang Automotive Parts Manufacturing Co., Ltd., Macs (Baoding) Auto A/C Systems Co., Ltd., Baoding Great Wall Exquisite Foundry Company Limited and Great Wall Baoding Internal Combustion Engine Manufacturing Company Limited in accordance with the proposal set out in the announcement of the Company dated 28 August 2015 (published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company), and to authorize the Chairman and any person authorized by the Chairman to implement and/or give effect to the absorption and merger, to execute all necessary documents and agreements and to do all such things deemed by them to be incidental to, ancillary to or in connection with the absorption and merger, and to approve, ratify and confirm all such actions of the Board in relation to the absorption and merger. | ||
13. | "THAT, subject to the approval of special resolution numbered 12 above by the shareholders at the EGM, to approve the amendments to the articles of association of the Company as a result of the proposed absorption and merger of wholly-owned subsidiaries (details of the proposal were contained in the announcement of the Company dated 28 August 2015 and published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company), and to authorize any one executive director of the Company to complete the procedures for amendment, application for review, registration, filing and other relevant issues with the relevant authorities in relation to the amendment and revisal of the articles of association on the behalf of the Company." |
Date: 2015 Signature(s) (Note 6)
Notes:
(1) Please insert the number of shares in the Company registered in your name(s) and to which this proxy form relates. If no such number is inserted, this proxy form will be deemed to relate to all the shares in the Company registered in your name(s).
(2) Please insert full name(s) and address(es) (as shown in the register of members) in block capital letters. (3) Please insert the number of all the shares in the Company registered in your name(s).
(4) If any proxy other than the Chairman is preferred, strike out "THE CHAIRMAN OF THE MEETING or" and insert the name of the proxy desired in the space provided. Each shareholder is entitled to appoint one or more proxy(ies) to attend and vote at the meeting. A proxy may or may not be a shareholder of the Company. Any alteration made to this proxy form must be signed by the person(s) who signs it.
(5) Important: If you wish to vote for any resolution, please tick in the box marked "FOR". If you wish to vote against any resolution, please tick in the box marked "AGAINST". If you wish to abstain from voting on any resolution, please tick in the box marked "ABSTAIN". If no such indication is given, the proxy will be entitled to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.
(6) This proxy form must be signed by you and your attorney duly authorised in writing or, in the case of a corporation or institution, either under its common seal or under the hand of any director or attorney duly authorised in writing. In the case of joint holders, this proxy form must be signed by the member whose name stands first in the register of members of the Company.
(7) If an attending shareholder or proxy abstains from voting in respect to any resolution, the proxy form will be deemed to have been revoked.
(8) To be valid, this proxy form and, if such proxy form is signed by a person on behalf of the appointor pursuant to a power of attorney or other authority, a notarially certified copy of that power of attorney or other authority must be delivered, in the case of holders of H shares, to the Company's H share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 24 hours before the time appointed for the commencement of the EGM.
(9) In the case of joint shareholders of a share of the Company, any one of such holders may vote at the EGM either in person or by proxy in respect of such share as if he/she was solely entitled thereto. However, if more than one of such joint holders is present at the meeting in person or by proxy, then one of such holders whose name stands first in the register of members of the Company shall alone be entitled to vote.
(10) Attention: The Proxy Form issued by the Company on 10 July 2015 for the extraordinary general meeting of the Company originally scheduled to be held on 2 September 2015 is superseded by the Proxy Form for the EGM issued by the Company on
28 August 2015.
* For identification purposes only
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