1. Any Shareholder entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A Shareholder who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company or at a class meeting. A proxy need not be a Shareholder of the Company.
译文:有权出席公司会议并在会议上投票的任何股东,有权委托代理人出席会议并在会议上参加表决。持有两个或者两个以上股份的股东可以委托多个代理人,代为出席公司股东大会或者某一类别股份的股东会议并在会议上投票。代理人可以不是公司股东。
2. The Board may, unless it is satisfied that the person purporting to act as proxy is the person named in the relevant instrument for his appointment and the validity and authenticity of the signature of his appointor, decline such person's admission to the relevant meeting, reject his vote or, in the event that a poll is demanded after the chairman of the meeting allows a show of hands pursuant to Article 72, his demand for a poll and no Shareholder who may be affected by any exercise by the Board of its power in this connection shall have any claim against the Directors or any of them nor may any such exercise by the Board of its powers invalidate the proceedings of the meeting in respect of which they were exercised or any resolution passed or defeated at such meeting.
译文:董事会确认代理人的身份与相关委托书中所载的被委托人一致,并承认委托人的签字真实有效,代理人的身份方为有效;否则,董事会可以拒绝该人出席相关会议,并且/或者不接受其表决。在会议主席允许按照第72条的规定进行举手表决的情况下,经提议进行投票表决或者会议主席要求进行投票表决的,可能受董事会行使相关权力影响的股东,不得对董事会和任何董事提出任何权利主张,董事会行使的任何权力,不得导致与董事会行使权力相关的会议程序无效,不得导致在本次会议上通过或者未通过任何决议的决定无效。
3. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
译文:代理委托书应当采用书面形式,由委托人书面签署,或者由委托人正式授权的律师正式签署,委托人是法人股东的,由正式授权的管理人员或者律师签字或者盖章。
4. The instrument appointing a proxy and, if requested by the Board, the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power or authority shall be deposited at such place or one of such places (if any) as is specified in the notice of meeting or in the instrument of proxy issued by the Company (or, if no place is specified, at the Registration Office) not less than 48 hours before the time for holding the meeting or adjourned meeting (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.
译文:经签署的代理委托书、授权委托书、董事会要求的其他授权文件(如果有)或者经公证人公证的副本,应当在委托代理人参加的会议或者延期会议(视具体情况而定)召开之前至少四十八小时前交存于会议通知或者授权委托书中委托的地点或者多个地点之一(如有多个地点)(未指定交存地点的,应当交存在公司的注册办事处),否则,委托书视为无效。
5. No instrument appointing a proxy shall be valid after the expiration of 12 Months from the date of its execution, except at an adjourned meeting where the meeting was originally held within 12 Months from such date.
译文:代理委托书自签字之日起十二个月期限届满后失效,但是,原定在签字之日起十二个月内召开会议的,代理委托书对相应的延期会议仍然有效。
6. Delivery of an instrument appointing a proxy shall not preclude a Shareholder from attending and voting in person (or in the case of a Shareholder being a corporation, its duly authorised representative) at the meeting concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
译文:递交代理委托书的,不影响股东亲自出席会议并在会议上表决的权力;股东是法人股东的,不影响法人股东的正式授权代表亲自出席相应的会议并在会议上进行表决的权力;在这种情况下,代理委托书应当视为被撤销。
7. Every instrument of proxy, whether for a specified meeting or otherwise, shall be in such form as the Board may from time to time approve, provided that it shall not preclude the use of the two-way form.
译文:针对特定会议和不特定会议的代理委托书,均应采用董事会随时批准的格式,但不排除使用双向格式。
8. A vote given in accordance with the terms of an instrument of proxy or by the duly authorised representative of a corporation shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or power of attorney or other authority under which the proxy was executed or the transfer of the Share in respect of which the proxy is given, provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at its Registration Office, or at such other place as is referred to in Article 88, at least two hours before the commencement of the meeting or adjourned meeting at which the proxy is used.
译文:即使在表决前委托人死亡、精神失常或者代理委托书、授权委托书或者签署委托书的权力被撤销、与委托书相关的股份被转让,按照代理委托书的条款作出的表决和法人股东的正式授权代表作出的表决仍然有效,但是,在委托书的相应会议或者延期会议召开前至少两个小时前,公司注册办事处或者第88条所述的其他地点收到通知说明上述死亡、精神失常、权力被撤销、股份被转让的情形的除外。
9. Any corporation which is a Shareholder may, by resolution of its directors or other governing body or by power of attorney, authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Shareholders of the Company, and the person so authorised shall be entitled to exercise the same rights and powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Shareholder of the Company.
译文:任何法人股东都可以通过其董事会、其他管理机构或者通过委托授权书的方式,酌情委托授权代表出席公司的任何会议以及公司任何类别股东的会议,该授权代表有权代表该法人行使该法人股东可以行使的权利和权力,在这种情况下,该法人股东应当视为个人股东。
10. A person so authorised pursuant to the provisions of this Article shall be deemed to have been duly authorised without further evidence of the facts and be entitled to exercise the same rights and powers on behalf of the Clearing House (or its nominee(s)) which he represents as that Clearing House (or its nominee(s)) could exercise as if such person were an individual Shareholder, including where a show of hands is allowed, the right to vote individually on a show of hands.
译文:依据本条规定委托的授权代表,应视为获得正式授权的代表,无需进一步出具事实证据,并且有权代表该结算所(或结算所委托的人)行使所有权利和权力,在这种情况下,该结算所应当视为个人股东,包括在允许举手表决的情况下,以个人身份举手表决的权利。