(a joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock code: 0598)
Revised form of proxy for use at the Annual General Meeting
(or at any adjournment thereof)
(the ''Revised Proxy Form'')
I/We1 of being the registered holder(s) of2 shares of RMB1.00 each in the capital of Sinotrans Limited (the ''Company''), HEREBY APPOINT3 the chairman of the Annual General Meeting, or of as my/our proxy to attend for me/us at the
Annual General Meeting (and at any adjournment thereof) to be held at No. 1 Meeting Room, 12th Floor, Sinotrans Plaza A, A43, Xizhimen
Beidajie, Haidian District, Beijing 100044, the People's Republic of China on Thursday, 7 June 2012 at 9 : 30 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as hereunder indicated.
ORDINARY RESOLUTIONS FOR4 AGAINST4
1. To review and approve the report of the board of directors for the year ended 31 December
2011.
2. To review and approve the report of the supervisory committee for the year ended 31 December
2011.
3. To review and consider the audited accounts of the Company and the auditors' report for the year ended 31 December 2011.
4. To review and approve the profit distribution proposal and final dividend of the Company for the year ended 31 December 2011.
5. To authorise the Board of directors of the Company to decide on matters relating to the declaration, payment and recommendation of interim or special dividends for the year 2012.
6. | To re-appoint Deloitte Touche Tohmatsu CPA Ltd. and Deloitte Touche Tohmatsu as the PRC and the international auditors of the Company for the year 2012, and to authorise the board of directors of the Company to fix their remuneration. |
7. To approve each of the following resolutions in relation to re-election and appointment of directors and/or supervisor of the Company.
(A) to approve the re-election of Mr. Zhao Huxiang as executive director of the Company; (B) to approve the re-election of Mr. Li Jianzhang as executive director of the Company; (C) to approve the re-election of Mr. Liu Jinghua as non-executive director of the Company; (D) to approve the appointment of Mr. Wu Dongming as non-executive director of the
Company;
(E) to approve the re-election of Mr. Jiang Jian as supervisor of the Company;
(F) to approve the re-election of Mr. Jerry Hsu as non-executive director of the Company.
8. To authorize the board of directors of the Company to determine the remuneration of the directors and the supervisor of the Company.
SPECIAL RESOLUTIONS FOR4 AGAINST4
9. To approve a general mandate to issue shares.
10. To approve a general mandate to repurchase H shares in the capital of the Company.
Signature(s)5 Date
Notes:
1. Full name(s) and address(es) must be inserted in BLOCK
CAPITAL.
2. Please insert the number of shares registered in your
name(s) to which the proxy relates. If no number is inserted,
this form of proxy will be deemed to relate to
all the shares of the Company registered in your name(s).
3. If any proxy other than the chairman is preferred, strike
out ''the chairman of the Annual General Meeting, or'' and
insert the name and address of the proxy desired in the space
provided. A member may appoint one or more proxies to attend
and vote in his stead. ANY ALTERATION MADE TO THIS REVISED
FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S)
IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE
BOX MARKED ''FOR''. IF YOU WISH TO VOTE AGAINST A RESOLUTION,
TICK THE BOX MARKED ''AGAINST''. Failure to tick either box
will entitle your proxy to cast your vote or abstain at his
discretion. Your proxy will also be entitled to vote at his
discretion on any resolution properly put to the said meeting
other than those referred to in the notice convening the
meeting.
5. A member of the Company entitled to attend and vote at the
annual general meeting convened by the above notice is
entitled to appoint one or more proxies to attend and, on a
poll, vote on his behalf. A proxy need not be a member of the
Company.
6. The instrument appointing a proxy shall be in writing
under the hand of the appoint or of a person authorised by
the appointor in writing or if the appointor is a legal
person, under its seal or under the hand of its directors or
its duly appointed agent.
7. In order to be valid, the form of proxy, together with a
duly notarised power of attorney or other document of
authority, if any, under which the form is signed
must be deposited at the registered office of the Company not
later than 24 hours before the time for holding the annual
general meeting.
8. If you have already lodged the first proxy form, which was
sent by the Company to its members on 29 March 2012 (the
''First Proxy Form''), with the Company, you should note
that:
(i) If no Revised Proxy Form is lodged with the Company, the
First Proxy Form will be treated as a valid proxy form lodged
by you, if correctly
completed. The proxy so appointed by you will be entitled to
vote in accordance with the First Proxy Form and at his/her
discretion on any resolution properly put to the meeting,
including the above proposed resolution no. 7(F) for
considering and approving the re-election of Mr. Jerry Hsu as
non- executive director of the Company.
(ii) If the Revised Proxy Form is lodged with the Company not
less than 24 hours before the time for holding the annual
general meeting or any adjournment thereof (the ''Closing
Time''), the Revised Proxy Form will have the effect of
revoking and superseding the First Proxy Form previously
lodged by you. The Revised Proxy Form will be treated as a
valid proxy form lodged by you, if correctly completed.
Accordingly, you are advised to complete the Revised Proxy
Form carefully.
(iii) If the Revised Proxy Form is lodged with the Company
after the Closing Time, the Revised Proxy Form will be
invalid.
distributed by |