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/We of am/are the shareholder(s) of Weiqiao Textile Company Limited (the "Company"), holding H Shares/domestic shares. I/We hereby appoint
of as my/our proxy/proxies or I/We hereby appoint the chairman of the Extraordinary General Meeting as my/our proxy/proxies (please delete where appropriate) for H Shares/domestic shares which I/we hold in the share capital of the Company to attend and vote at the Extraordinary General Meeting to be held at the conference hall 401 on the Fourth Floor, Company Office Building, No. 1 Wei Fang Lu, Economic Development Zone, Zouping County, Shandong Province, The People's Republic of China at
9 a.m. on 28 December 2011 or at any adjournment thereof. The proxy/proxies is/are authorised to vote on the resolutions according to the following instructions. In the absence of instructions, the proxy/proxies shall vote
for or against the resolutions or abstain at their discretion.
Ordinary Resolution
For
Against
Abstention
1. "THAT:
(a) the Company's entering into of the renewed cotton yarn/grey fabric and denim supply agreement (the "Renewed Cotton Yarn/Grey Fabric and D e n i m S u p p l y A g re e m e n t " ) w i t h H o l d i n g Company on 31 October 2011 be and is hereby approved and confirmed;
(b) the estimated maximum values of the annual aggregate supply of cotton yarn/grey fabric and denim by the Group to Parent Group (as set out in the announcements of the Company dated 31
October 2011 and the circular of the Company dated 11 November 2011 of which this notice forms part) for each of the three years ending
31 December 2014 be and are hereby approved and confirmed; and
(c) any Director of the Company be and is hereby authorised to do further acts and things, enter into all such transactions and arrangements, execute such other documents and/or deeds and/or take all such steps, which in their opinion may be necessary, desirable or expedient to implement t h e R e n ew e d C o t t o n Ya r n / G r e y F a b r i c a n d Denim Supply Agreement, with such changes as the Directors of the Company may consider necessary, desirable or expedient."
Date: 2011 Signature:
Notes:
(A) The H Share register of the Company will be closed from 28 November 2011 (Monday) to 28 December 2011 (Wednesday) (both days inclusive), during which no transfer of H Shares will be effected. Any holders of H Shares of the Company, whose names appear on the Company's register of members at close of business on 25 November 2011 (Friday), are entitled to attend and vote at the EGM after completing the registration procedures for attending the meeting. In order to be entitled to attend and vote at the EGM, share transfer documents should be lodged with the Company's H Share registrar not later than
4:30 p.m. on 25 November 2011 (Friday).
The address of the share registrar for the Company's H Shares is as follows: Computershare Hong Kong Investor Services Limited
Rooms 1712-1716
17th Floor
Hopewell Centre
183 Queen's Road East
Wanchai
Hong Kong
(B) Holders of H Shares and Domestic Shares, who intend to attend the EGM, must complete the reply slips for attending the EGM and return them to the Office of the Secretary to the Board of Directors of the Company not later than 20 days before the date of the EGM, i.e. on or before 8 December 2011 (Thursday).
Details of the Office of the Secretary to the Board of Directors of the Company are as follows: Fourth Floor
Company Office Building
No. 1 Wei Fang Lu
Economic Development Zone
Zouping County
Shandong Province
People's Republic of China
Tel: 86 (543) 4162222
Fax: 86 (543) 4162000
(C) The resolution proposed at the EGM will be voted by way of poll.
(D) Each holder of H Shares who has the right to attend and vote at the EGM is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on his behalf at the EGM. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll.
(E) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing.
If that instrument is signed by an attorney of the appointor, the power of attorney authorising that attorney to sign, or other documents of authorisation, must be notarially certified.
(F) To be valid, the form of proxy, and if the form of proxy is signed by a person under a power of attorney or other authority on behalf of the appointor, a notarially certified copy of that power of attorney or other authority, must be delivered to the Company's H Shares share registrar, Computershare Hong Kong Investor Services Limited, on 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong, not less than 24 hours before the time for holding the EGM or any adjournment thereof in order for such documents to be valid.
(G) Each holder of Domestic Shares is entitled to appoint in writing one or more proxies, whether a shareholder or not, to attend and vote on its behalf at the EGM. Notes (D) to (E) also apply to holders of Domestic Shares, except that the proxy form or other documents of authority must be delivered to the Office of the Secretary to the Board of Directors, the address of which is set out in Note (B) above, not less than 24 hours before the time for holding the EGM or any adjournment, thereof in order for such documents to be valid.
(H) If a proxy attends the EGM on behalf of a shareholder, he should produce his ID card and the instrument signed by the proxy or his legal representative, which specifies the date of its issuance. If the legal representative of a legal person share shareholder attends the EGM, such legal representative should produce his/her ID card and valid documents evidencing his capacity as such legal representative. If a legal person share shareholder appoints a representative of a company other than its legal representative to attend the EGM, such representative should produce his ID card and an authorization instrument affixed with the seal of the legal person share shareholder and duly signed by its legal representative.
(I) The EGM, is expected to last not more than half a day. Shareholders attending the EGM are responsible for their own transportation and accommodation expenses.
(J) As at the date of this announcement, the board of Directors of the Company comprises 11 Directors, namely Ms. Zhang Hongxia, Ms. Zhao Suwen, Ms. Zhang Yanhong and Mr. Zhang Jinglei as executive Directors, Mr. Zhang Shiping, Mr. Wang Zhaoting, Ms. Zhao Suhua and Ms. Wang Xiaoyun as non-executive Directors and Mr. Wang Naixin, Mr. Xu Wenying and Mr. George Chan Wing Yau as independent non-executive Directors.
* The Company is registered in Hong Kong as a non-Hong Kong company under the English name "Weiqiao Textile Company Limited" and the Chinese name of the Company under Part XI of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong).
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