(Note 5)
(Note 1)

(a joint stock limited company incorporated in the People's Republic of China with limited liability of its members)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 9 DECEMBER 2019

I/We (Note 2)

of

(as shown in the register of members) being the registered holder(s) of

Unlisted Shares (Note 3) /H Shares (Note 4) of RMB1.00 each in the share capital of China National Building Material Company Limited (the

"Company") HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 6) or of

as my/our proxy(ies) to attend and act for me/us at the extraordinary general meeting (the "EGM") of the Company to be held at Tower 2, Guohai Plaza, No. 17 Fuxing Road, Haidian District, Beijing, the People's Republic of China (the "PRC") on Monday, 9 December 2019 at 9:30 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolutions as set out in the notice convening the EGM and at the EGM (or at any adjournment thereof) to vote for me/us and in my/ our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy(ies) thinks fit. Unless otherwise indicated, capitalised items used herein shall have the same meaning as those defined in the circular dated 23 October 2019 issued by the Company.

Ordinary Resolutions

For (Note 7)

Against (Note 7)

1.

To consider and approve the appointment of Ms. Zhan Yanjing as a non-executive

director of the Company in replacement of Ms. Xu Weibing to hold office with

effect from the date on which this resolution is approved and the term of office will

be the same as the current session of the Board, and to consider and approve the

remuneration of Ms. Zhan Yanjing, as set out in the circular.

2.

To consider and approve the financial services framework agreement dated 30

September 2019 entered into between the Company and China National Building

Material Group Finance Co., Ltd., the provision of deposit services and the caps of

the deposit services contemplated thereunder and all other matters of and incidental

thereto or in connection therewith.

Date:

2019

Signature(s) (Note 8)

:

Notes:

  1. IMPORTANT: You should first review the Circular of the Company dated 23 October 2019 before appointing the proxy.
  2. Please insert the full name(s) (in Chinese or English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
  3. Unlisted Shares include Domestic Shares and Unlisted Foreign Shares.
  • For identification only
  1. Please strike out the type of shares (Unlisted Shares or H Shares) to which this form of proxy does not relate.
  2. Please insert the number of shares to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all shares registered in your name(s).
  3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words "THE CHAIRMAN OF THE MEETING or" and insert the name and address of the proxy desired in the space provided. A shareholder entitled to attend and vote at the EGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company but must attend the EGM 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, PLEASE TICK IN THE BOX MARKED "FOR". IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK IN THE BOX MARKED "AGAINST". If no direction is given, your proxy may vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
  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 this form of proxy is signed by an attorney of a shareholder, the power of attorney authorising that attorney to sign or other authorisation document must be notarised.
  6. In accordance with the Company's Articles of Association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive notice of the EGM, to attend and exercise all the voting powers attached to such share at the EGM.
  7. In order to be valid, this form of proxy together with the power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board at the Company's principal place of business in the PRC if you are a holder of Unlisted Shares, and at the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, if you are a holder of H Shares not less than 24 hours before the time appointed for the EGM (i.e. not later than 9:30 a.m. on Sunday, 8 December 2019) or any adjournment thereof (as the case may be).
  8. The address and contact details of the Company's H Share Registrar in Hong Kong, Tricor Investor Services Limited, are as follows:
    Level 54, Hopewell Centre
    183 Queen's Road East, Hong Kong Telephone No.: (+852) 2980 1333 Facsimile No.: (+852) 2810 8185
  9. The address and contact details of the Company's principal place of business in the PRC are as follows:
    Tower 2, Guohai Plaza
    No. 17 Fuxing Road, Haidian District, Beijing, the PRC Telephone No.: (+86) 10 6813 8300
    Facsimile No.: (+86) 10 6813 8388
  10. A shareholder or his/her/its proxy should produce proof of identity when attending the EGM. If a corporate shareholder appoints its legal representative to attend the EGM, such legal representative shall produce proof of identity and a copy of the resolution of the board of directors or other regulatory authorities of such shareholder appointing such legal representative to attend the EGM.
  11. References to time and dates in this form of proxy are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM of the Company (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address or by email to cnbm3323-ecom@hk.tricorglobal.com.

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CNBM - China National Building Material Co. Ltd. published this content on 22 October 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 October 2019 09:19:06 UTC