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BBMG Corporation — Proxy Solicitation & Information Statement 2014
Jun 19, 2014
50338_rns_2014-06-19_080410a4-3e5d-4889-b5c1-06a11e6c035a.pdf
Proxy Solicitation & Information Statement
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(a joint stock company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 2009)
FORM OF PROXY FOR USE AT THE 2014 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON 7 AUGUST 2014
Number of H shares to which this form or proxy relates [(note][1)]
I/We [(note][2)] of [(note][2)] being the registered holder(s) [(note][3)] of each in the share capital of BBMG Corporation (the “ Company* ”), HEREBY APPOINT [(note][4)] of
H shares of RMB1.00
or failing him, the chairman of the 2014 First Extraordinary General Meeting (the “ 2014 First EGM ”) of the Company as my/our proxy to attend and act for me/us at the 2014 First EGM to be held at Conference Room 6, 22nd Floor, Tower D, Global Trade Center, No. 36, North Third Ring East Road, Dongcheng District, Beijing 100013, the People’s Republic of China at 2:30 p.m. on Thursday, 7 August 2014 or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolutions set out in the notice convening the 2014 First EGM and to vote for me/us at the 2014 First EGM (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 and in respect of any other business that may properly come before the 2014 First EGM and/or at any adjournment thereof.
ORDINARY RESOLUTIONS
FOR [(note][5)] AGAINST [(note][5)] ABSTAIN [(note][5)]
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To elect Mr. Yu Kaijun as the non-executive director of the third session of the board of directors (the “ Board ”) of the Company for a period commencing from the conclusion of the 2014 First EGM and expiring on the date of the annual general meeting of the Company for the year 2014 and to authorize the Board to enter into service contract and/or appointment letter with the newly elected director subject to such terms and conditions as the Board shall think fit and to do all such acts and things to give effect to such matters.
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To elect Mr. Wang Xiaojun as the supervisor (the “ Supervisor ”) of the third session of the supervisory board of the Company for a period commencing from the conclusion of the 2014 First EGM and expiring on the date of the annual general meeting of the Company for the year of 2014 and to authorize the Board to enter into service contract and/or appointment letter with the newly elected Supervisor subject to such terms and conditions as the Board shall think fit and to do such acts and things to give effect to such matters.
Signature(s) [(note][6)] :
2014
Date:
* for identification purpose only
Notes:
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Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s).
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Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
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Please insert the number of shares of the Company registered in your name(s).
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Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE 2014 FIRST EGM WILL ACT AS YOUR PROXY.
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Important: If you wish to vote for any resolution, please tick (“�”) the relevant box marked “FOR”. If you wish to vote against any resolution, please tick (“�”) the relevant box marked “AGAINST”. If you wish to abstain from voting on any resolution, please tick (“�”) the relevant box marked “ABSTAIN”. Any shares voted as “ABSTAIN” or waiver to vote will be counted in the calculation of the required majority. Failure to tick any voting box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the 2014 First EGM other than those referred to in the notice convening the 2014 First EGM.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorised in writing.
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Any Shareholder entitled to attend and vote at the 2014 First EGM is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the 2014 First EGM in person to represent you.
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To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the office of the Company’s H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for holders of H shares as soon as possible and in any event not less than 24 hours before the time for holding of the 2014 First EGM or appointed time for voting or any adjournment thereof.
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In the case of joint holding, any one of such joint holders may vote at the 2014 First EGM, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the 2014 First EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.
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Any alternation made to this form of proxy must be initialed by the person(s) who sign(s) it.
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Completion and delivery of this form of proxy will not preclude you from attending and voting at the 2014 First EGM if you wish.
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Shareholders or their proxies attending the 2014 First EGM shall produce their identity documents.