(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 2318)
Form of proxy for the First Extraordinary General Meeting of 2012 to be held on Wednesday, February 8, 2012I/We (Note 1)
of
being the registered holder(s) of (Note 2) A Shares/H Shares of RMB1.00 each in the share capital of Ping An Insurance (Group) Company of China, Ltd. (the "Company") HEREBY APPOINT THE CHAIRMAN OF
THE MEETING(Note 3) orof as my/our proxy to attend and act for me/us at the first extraordinary general meeting of 2012 of the Company to be held at 1:30 p.m. on Wednesday, February 8, 2012 at the Ping An Hall, Ping An School of Financial Services, Guanlan, Shenzhen, PRC (the "Meeting") (and any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below (Note 4).
SPECIAL RESOLUTIONS | For (Note 4) | Against (Note 4) | Abstention (Note 4) | |
1. | To consider and approve "the resolution in relation to the grant of a general mandate on issuance of new shares to the Board" | |||
2. | To consider and approve each of the following items under "the resolution in relation to the public issuance of A Share convertible corporate bonds": | |||
2.1 | Type of securities to be issued | |||
2.2 | Issue size | |||
2.3 | Par value and issue price | |||
2.4 | Term | |||
2.5 | Interest rate | |||
2.6 | Method and timing of the interest payment | |||
2.7 | Conversion period | |||
2.8 | Determination and adjustment of the CB Conversion Price | |||
2.9 | Downward adjustment to CB Conversion Price | |||
2.10 | Method for determining the number of Shares for conversion | |||
2.11 | Terms of redemption | |||
2.12 | Terms of sale back | |||
2.13 | Entitlement to dividend of the year of conversion | |||
2.14 | Method of issuance and target subscribers | |||
2.15 | Subscription arrangement for the existing A Shareholders | |||
2.16 | The relevant matters of CB Holders' meetings | |||
2.17 | Use of proceeds from the issuance of the Convertible Bonds | |||
2.18 | Special provisions in relation to solvency capital | |||
2.19 | Guarantee and security | |||
2.20 | The validity period of the resolution of the issuance of the Convertible Bonds | |||
2.21 | Matters relating to authorization in connection with the issuance of the Convertible Bonds |
ORDINARY RESOLUTIONS | For (Note 4) | Against (Note 4) | Abstention (Note 4) | |
3. | To consider and approve "the resolution in relation to the feasibility analysis on use of proceeds of the public issuance of A Share convertible corporate bonds" | |||
4. | To consider and approve "the resolution in relation to the utilization report on the use of proceeds from the previous fund raising activity" | |||
ADDITIONAL ORDINARY RESOLUTION | For (Note 4) | Against (Note 4) | Abstention (Note 4) | |
5. | To consider and approve "the resolution in relation to the election of Mr. Fan Mingchun as a non- executive director of the 8th Session of the Board" |
Date: Signature(s) (Note 5):
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK
CAPITALS.
2. Please insert the number of shares registered in your
name(s) to which this proxy relates. If no number is
inserted, this form of proxy will be deemed to relate to all
shares registered in your name(s). Please also strike out the
type of shares (A Shares or H Shares) to which the proxy does
not relate.
3. If any proxy other than the Chairman of the Meeting is
preferred, strike out the words "THE CHAIRMAN OF THE MEETING"
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 A RESOLUTION, TICK IN
THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A
RESOLUTION, TICK IN THE BOX MARKED "AGAINST". IF YOU WISH TO
ABSTAIN IN A RESOLUTION, TICK IN THE BOX MARKED "ABSTENTION".
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 notice convening the
Meeting. The shares abstained will be counted in the
calculation of the required majority.
5. This form of proxy must be signed by you or your attorney
duly authorised in writing. In case of a corporation, the
same must be either under its common seal or under the hand
of its director(s) or duly authorised attorney(s). If the
form of proxy is signed by an attorney of the shareholder,
the power of attorney authorising that attorney to sign or
other authorization document 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 in person
or by proxy, will be accepted to the exclusion of the votes
of other joint holder(s).
7. In order to be valid, the form of proxy together with the
power of attorney or other authorization document (if any)
must be deposited at the H Share registrar of the Company for
holders of H Shares not less than 24 hours before the time
fixed for holding the meeting or any adjournment thereof (as
the case may be). Completion and return of a form of proxy
will not preclude a shareholder from attending and voting in
person at the meeting if he so wishes. The H Share registrar
of the Company is Computershare Hong Kong Investor Services
Limited at 17M, Hopewell Centre, 183
Queen's Road East, Wanchai, Hong Kong.
8. Shareholders or their proxies attending the Meeting shall
produce their identity documents.
distribué par | Ce noodl a été diffusé par Ping An Insurance (Group) Co. of China Ltd. et initialement mise en ligne sur le site http://www.pingan.com. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-12 14:57:00 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
Form of proxy for the First Extraordinary General Meeting of 2012 to be held on Wednesday, February 8, 2012 |