being the registered holder(s) of shares of US$0.00001 each in the share capital of China Lumena New Materials Corp. (the

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 67)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING

TO BE HELD ON 23 DECEMBER 2019

I/We (Note 1) of

(Note 2)

"Company"), hereby appoint (Note 3)

ofor failing him, the chairman of the meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the "EGM") to be held at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong, on Monday, 23 December 2019 at 2:00 p.m. or any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the EGM dated 29 November 2019 (the "EGM Notice") as indicated below and, if no such indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS

For (Note 4)

Against (Note 4)

1.

To approve the Whitewash Wavier.

2.

To approve and adopt the second amended and restated memorandum and articles of association.

ORDINARY RESOLUTIONS

3.

To approve the Capital Reorganisation.

4.

To approve, ratify and confirm the SO Underwriting Agreements, the Share Offer (including but not

limited to the allotment and issue of the SO Shares) and the transactions contemplated thereunder.

5.

To approve the Acquisition (including but not limited to the allotment and issue of the Consideration

Shares).

6.

To approve the Creditors Schemes.

7.

To approve the Restructuring Framework Agreement.

8.

(a)

To approve the removal of the following persons as Directors with effect from completion of the

Acquisition:

(i)

Mr. Zhang Zhigang as an executive Director;

(ii)

Mr. Zhang Daming as an executive Director; and

(iii) Mr. Shi Jianping as an executive Director.

(b)

To approve the appointment of the following persons as Directors with effect from completion of the

Acquisition:

(i)

Mr. Boediman Widjaja be appointed as executive Director;

(ii)

Ms. Insinirawati Limarto be appointed as executive Director;

(iii) Ms. Incunirawati Limarto be appointed as executive Director;

(iv)

Mr. Ng Eng Hong be appointed as executive Director;

(v)

Mr. Lau Ching Kei be appointed as executive Director;

(vi) Mr. Jimmy Suwono be appointed as independent non-executive Director;

(vii) Mr. Kua Mong Lam be appointed as independent non-executive Director; and

(viii) Mr. Christanto Suryadarma be appointed as independent non-executive Director.

(c)

To authorise the Board to fix the remuneration of the Directors.

Date:

2019

Signature (Note 5):

Notes:

  1. Please insert your full name and address in BLOCK CAPITALS in the space provided.
  2. Please insert the number of shares of the Company (the "Shares" and each a "Share") to which this proxy form relates in the space provided. If a number is inserted, this proxy form will be deemed to relate only to those Shares. If not, this proxy form will be deemed to relate to all the Shares registered in your name (whether alone or jointly with others).
  3. Please insert the full name(s) and address(es) of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. A proxy needs not be a member of the Company but must attend the EGM in person to represent you. A member entitled to attend and vote at the EGM is entitled to appoint one or more proxies to attend and vote in his stead. If you appoint more than one proxy, such proxies may only exercise the voting rights by way of poll.
  4. IMPORTANT: If you wish to vote for any resolution, please tick in the appropriate box marked "For". If you wish to vote against any resolution, please tick in the appropriate box marked "Against". Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 of EGM.
  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
  6. The full descriptions of the resolutions proposed to be considered and approved at the EGM are set out in the EGM Notice, which is also available at the websites of The Stock Exchange of Hong Kong Limited and the Company.
  7. In the case of joint holders of any Share, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such Share as if he were solely entitled thereto. However,if more than one of such joint holders is present at the EGM, personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s).
  8. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited with the Company's Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting. Delivery of an instrument appointing a proxy will not preclude you from attending and voting in person, at the EGM if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.
  9. Any alteration made to this form of proxy must be initialed by the person who signs it.
  10. Unless otherwise defined herein, capitalised terms used shall have the same meanings as those defined in the Company's circular dated 29 November 2019.

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 (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 the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at the abovementioned address.

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China Lumena New Materials Corp. published this content on 29 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 November 2019 00:22:05 UTC