HISENSE HOME APPLIANCES GROUP CO., LTD. 
By ? ? ? ? ? ? ? ? ? ? ? ?
(A joint stock limited company incorporated in the People's Republic of China with limited liability)
(Stock Code: 00921) PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING TO BE HELD ON 26 JUNE 2012The number of H 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 Hisense Kelon Electrical Holdings Company Limited (the "Company"), hereby appoint the chairman of the annual general meeting of the Company (the "AGM") or (Note 4) as my/our proxy or proxies to attend, and vote for me/us and on my/our behalf at the 2011 AGM (or any adjournment thereof) to be held at the conference room of the Company's head office, No. 8, Ronggang Road, Ronggui, Shunde District, Foshan City, Guangdong Province, the People's Republic of China at 10:00 a.m. on 26 June 2012 to vote on the following resolutions as indicated. Failure to complete the boxes will entitle my/our proxy or proxies to vote at his/her discretion:
RESOLUTIONS | FOR (Note 5) | AGAINST (Note 5) | ABSTAIN (Note 5) |
ORDINARY RESOLUTIONS | |||
1. To consider and approve the report of the board of directors of the Company for the year 2011; | |||
2. To consider and approve the report of the supervisory committee of the Company for the year 2011; | |||
3. To consider and approve the 2011 annual report of the Company and its summary; | |||
4. To consider and approve the audited 2011 financial statements of the Company ; | |||
5. To consider and approve the profit distribution proposal of the Company for the year 2011; | |||
6. To consider and approve the resolution on the reappointment of Crowe Horwath China Certified Public Accountants (LLP) as the auditor of the Company for the year of 2012 and the authorization to the board of directors to fix its remuneration; | |||
7. To consider and approve the special report on the carrying out of foreign exchange capital transaction business in 2012 of the Company; | |||
8. To consider and approve the resolution to purchase liability insurance for directors and senior management members of the Company and to authorize the board of directors to proceed with the relevant matters; | |||
9. To consider and approve the resolutions on the election of the new session of the board of directors: | |||
Executive directors: | FOR (Note 6) (By way of cumulative voting) (Please insert the number of votes) | AGAINST (Note 6) (By way of cumulative voting) (Please insert the number of votes) | ABSTAIN (Note 6) (By way of cumulative voting) (Please insert the number of votes) |
9.1 To consider and approve the election of Mr. Tang Ye Guo as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.2 To consider and approve the election of Ms. Yu Shu Min as an executive director of the eighth session of the board of directors of the Company and to fix the level of her remuneration; | |||
9.3 To consider and approve the election of Mr. Lin Lan as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.4 To consider and approve the election of Mr. Xiao Jian Lin as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.5 To consider and approve the election of Mr. Ren Li Ren as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.6 To consider and approve the election of Mr. Gan Yong He as an executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; |
Independent non-executive directors: | FOR (Note 6) (By way of cumulative voting) (Please insert the number of votes) | AGAINST (Note 6) (By way of cumulative voting) (Please insert the number of votes) | ABSTAIN (Note 6) (By way of cumulative voting) (Please insert the number of votes) |
9.7 To consider and approve the election of Mr. Xu Xiang Yi as an independent non- executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.8 To consider and approve the election of Mr. Wang Xin Yu as an independent non- executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
9.9 To consider and approve the election of Mr. Wang Ai Guo as an independent non- executive director of the eighth session of the board of directors of the Company and to fix the level of his remuneration; | |||
10. To consider and approve the resolutions on the election of the new session of the supervisory committee: | FOR (Note 6) (By way of cumulative voting) (Please insert the number of votes) | AGAINST (Note 6) (By way of cumulative voting) (Please insert the number of votes) | ABSTAIN (Note 6) (By way of cumulative voting) (Please insert the number of votes) |
10.1 To consider and approve the election of Mr. Guo Qing Cun as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of his remuneration; and | |||
10.2 To consider and approve the election of Ms.Li Jun as a shareholder representative supervisor of the eighth session of the supervisory committee of the Company and to fix the level of her remuneration. |
Signed this day of Signature (Note 7):
Notes:
1. Please insert the number of H shares to which this proxy
form relates. If no number is inserted, this proxy form will
be deemed to relate to all shares registered in your
name(s).
2. Please insert full name(s) and address(es) in BLOCK
CAPITALS as shown in the register of members of the
Company.
3. Please insert the number of all the H shares in the
Company registered in your name(s) and delete as
appropriate.
4. If any proxy other than the chairman is preferred, please
strike out "the chairman of the annual general meeting of the
Company" and insert the name(s) and address(es) of the proxy
or proxies desired in the space provided. A shareholder is
entitled to appoint one or more person(s) to be his/her proxy
or proxies. A proxy may or may not be a shareholder of the
Company. Any alteration made to this form of proxy must be
initialled by the person who signs it.
6. Please note that, according to Article 10.3 and Article
13.3 of the Articles of Association of the Company,
cumulative voting system shall be adopted for the election of
directors and supervisors of the Company at shareholders'
general meetings, and the election of executive directors and
independent directors of the Company shall be voted
separately. When you fill in the boxes marked "By way of
cumulative voting", please complete them in accordance with
the following instructions:
(1) In relation to resolutions numbered 9.1 to 9.6,
resolutions numbered 9.7 to 9.9 and resolutions numbered 10.1
to 10.2, each voting share held by the shareholders carries
votes equivalent to the total number of executive directors,
independent non-executive directors or supervisors to be
elected at the shareholders' general meeting, and the number
of votes which a shareholder is entitled to cast is equal to
the number of shares held multiplied by the total number of
executive directors, independent non-executive directors or
supervisors to be elected. For example, if you are holding
10,000 shares and 6 executive directors, 3 independent
non-executive directors and 2 shareholder representative
supervisors will be elected, the aggregate number of votes
which you will have for resolutions numbered
9.1 to 9.6 will be 60,000 (10,000 shares x 6 = 60,000 votes),
the aggregate number of votes which you will have for
resolutions numbered 9.7 to 9.9 will be
30,000 (10,000 shares x 3 = 30,000 votes) and the aggregate
number of votes which you will have for resolutions numbered
10.1 to 10.2 will be 20,000 (10,000 shares x 2 = 20,000
votes).
(2) Please fill in the boxes marked "For" and/or "Against"
and/or "Abstain" with the number of votes you intend to cast
on each executive director, independent non- executive
director or supervisor candidate. Please note that the votes
of a shareholder may be cast on one executive director,
independent non-executive director or supervisor candidate or
may be cast on different executive director, independent
non-executive director or supervisor candidates, provided
that the number of votes cast by each shareholder for the
election shall not exceed the highest number of cumulative
votes. For example, if you are holding 10,000 shares, the
aggregate number of votes which you will have for resolutions
numbered 9.1 to 9.6 will be 60,000. You may choose to cast
the 60,000 votes equally amongst 6 executive director
candidates, or to cast all your votes on a single executive
director candidate, or to cast 20,000 votes on each of
executive director candidates A, B and C and not cast any
vote on the other executive director candidates.
(3) Please note that when the total votes cast by you on some
executive director, independent non-executive director or
supervisor candidates exceed the total votes to which you are
entitled (whether or not the votes are cast for or against
the resolution or are cast as abstain votes), all the votes
cast will become invalid and be regarded as abstain votes.
When the total votes cast by you on some executive director,
independent non-executive director or supervisor candidates
are less than the total votes to which you are entitled, the
votes cast are valid and the remaining votes will be regarded
as abstain votes.
(4) Whether an executive director, independent non-executive
director or supervisor candidate is elected depends on the
number of votes received, but the number of votes received by
each elected director, independent non-executive director or
supervisor must exceed half of the valid voting shares (based
on the number of shares on a non-cumulative basis) held by
shareholders present at the general meeting.
7. This form of proxy must be signed by you or your attorney
duly authorised in writing or, if the appointor is a
corporation, must be executed under its common seal or under
the hand of an officer or attorney of the corporation duly
authorised in writing.
8. Where there are joint registered holders of any share, any
one of such persons may vote at the AGM, either personally or
by proxy, in respect of such share as if he were solely
entitled thereto, but if more than one of such joint holders
is present at the AGM, personally or by proxy, then one of
the persons so present whose name stands first on the
register in respect of such share shall alone be entitled to
vote in respect thereof.
9. To be valid, this form of proxy, together with any power
of attorney or other authority (if any) under which it is
signed or a notarially certified copy thereof, must be
deposited with the Company's branch share registrar in Hong
Kong, Hong Kong Registrars Limited at 17M/F, Hopewell Centre,
183 Queen's Road East, Wanchai, Hong Kong not later than 24
hours before the time appointed for holding of the AGM or any
adjournment thereof (as the case may be).
10. Completion and delivery of this form of proxy will not
preclude you from attending and voting at the AGM or any
adjournment thereof should you so wish.
|
distributed by
|
