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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT
INVESTMENT COMPANY
Investment Company Act file number 811-21308
---------
THE CHINA-U.S. GROWTH FUND
- --------------------------
(Exact name of registrant as specified in charter)
111 FIFTH AVENUE - 2ND FLOOR, NEW YORK, NY 10003
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
FRED ALGER MANAGEMENT, INC., ATTN: HAL LIEBES, 111 FIFTH AVENUE,
NEW YORK, NY 10003
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(Name and address of agent for service)
Registrant's telephone number, including area code: (212) 806-2966
--------------
Date of fiscal year end: 10/31/06
--------
Date of reporting period: 07/01/06 - 06/30/2007
----------------------
Form N-PX is to be used by a registered management investment company, other
than a small business investment company registered on Form N-5 (ss.ss. 239.24
and 274.5 of this chapter), to file reports with the Commission, not later than
August 31 of each year, containing the registrant's proxy voting record for the
most recent twelve-month period ended June 30, pursuant to section30 of the
Investment Company Act of 1940 and rule 30b 1-4 thereunder (17 CFR 270.30b 1-4).
The Commission may use the information provided on Form N-PX in its regulatory,
disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-PX,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-PX
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street,
NW, Washington, DC 20549-0609. The OMB has reviewed this collection of
information under the clearance requirements of44U.S.C. ss. 3507.
******************************* FORM N-Px REPORT *******************************
ICA File Number: 811-21308
Reporting Period: 07/01/2006 - 06/30/2007
China US Growth Fund
========================== THE CHINA U.S GROWTH FUND ===========================
3M CO
Ticker: MMM Security ID: 88579Y101
Meeting Date: MAY 8, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Linda G. Alvarado For For Management
1.2 Elect Director George W. Buckley For For Management
1.3 Elect Director Vance D. Coffman For For Management
1.4 Elect Director Michael L. Eskew For For Management
1.5 Elect Director W. James Farrell For For Management
1.6 Elect Director Herbert L. Henkel For For Management
1.7 Elect Director Edward M. Liddy For For Management
1.8 Elect Director Robert S. Morrison For For Management
1.9 Elect Director Aulana L. Peters For For Management
1.10 Elect Director Rozanne L. Ridgway For For Management
2 Ratify Auditors For For Management
3 Reduce Supermajority Vote Requirement For For Management
4 Rescind Fair Price Provision For For Management
5 Approve Executive Incentive Bonus Plan For For Management
6 Approve Executive Incentive Bonus Plan For For Management
7 Pay For Superior Performance Against For Shareholder
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AGRIUM INC.
Ticker: AGU Security ID: 008916108
Meeting Date: MAY 9, 2007 Meeting Type: Annual/Special
Record Date: MAR 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Neil Carragher For For Management
1.2 Elect Director Ralph S. Cunningham For For Management
1.3 Elect Director D. Grant Devine For For Management
1.4 Elect Director Germaine Gibara For For Management
1.5 Elect Director Russell K. Girling For For Management
1.6 Elect Director Susan A. Henry For For Management
1.7 Elect Director Russell J. Horner For For Management
1.8 Elect Director Anne McLellan For For Management
1.9 Elect Director Frank W. Proto For For Management
1.10 Elect Director Michael M. Wilson For For Management
1.11 Elect Director Victor J. Zaleschuk For For Management
2 Approve KPMG LLP as Auditors and For For Management
Authorize Board to Fix Remuneration of
Auditors
3 Amend Stock Option Plan Re Amendment For For Management
Provisions
4 Amend Stock Option Plan Re Increase Size For For Management
5 Amend Shareholder Rights Plan For For Management
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Page 1
AMERICAN INTERNATIONAL GROUP, INC.
Ticker: AIG Security ID: 026874107
Meeting Date: MAY 16, 2007 Meeting Type: Annual
Record Date: MAR 23, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Marshall A. Cohen For For Management
1.2 Elect Director Martin S. Feldstein For For Management
1.3 Elect Director Ellen V. Futter For For Management
1.4 Elect Director Stephen L. Hammerman For For Management
1.5 Elect Director Richard C. Holbrooke For For Management
1.6 Elect Director Fred H. Langhammer For For Management
1.7 Elect Director George L. Miles, Jr. For For Management
1.8 Elect Director Morris W. Offit For For Management
1.9 Elect Director James F. Orr, III For For Management
1.10 Elect Director Virginia M. Rometty For For Management
1.11 Elect Director Martin J. Sullivan For For Management
1.12 Elect Director Michael H. Sutton For For Management
1.13 Elect Director Edmund S.W. Tse For For Management
1.14 Elect Director Robert B. Willumstad For For Management
1.15 Elect Director Frank G. Zarb For For Management
2 Ratify Auditors For For Management
3 Approve Omnibus Stock Plan For For Management
4 Performance-Based and/or Time-Based Against For Shareholder
Equity Awards
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AMGEN, INC.
Ticker: AMGN Security ID: 031162100
Meeting Date: MAY 9, 2007 Meeting Type: Annual
Record Date: MAR 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Frank J. Biondi, Jr. For For Management
2 Elect Director Jerry D. Choate For For Management
3 Elect Director Frank C. Herringer For For Management
4 Elect Director Gilbert S. Omenn For For Management
5 Ratify Auditors For For Management
6 Declassify the Board of Directors For For Management
7 Declassify the Board of Directors For For Management
8 Develop an Animal Welfare Policy Against Against Shareholder
9 Prepare a Sustainability Report Against Against Shareholder
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Page 2
ANHEUSER-BUSCH COMPANIES, INC.
Ticker: BUD Security ID: 035229103
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: FEB 28, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director August A. Busch III For For Management
1.2 Elect Director August A. Busch IV For For Management
1.3 Elect Director Carlos Fernandez G. For For Management
1.4 Elect Director James R. Jones For For Management
1.5 Elect Director Andrew C. Taylor For For Management
1.6 Elect Director Douglas A. Warner III For For Management
2 Approve Omnibus Stock Plan For For Management
3 Approve Nonqualified Employee Stock For For Management
Purchase Plan
4 Ratify Auditors For For Management
5 Report on Charitable Contributions Against Against Shareholder
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ATHEROS COMMUNICATIONS, INC
Ticker: ATHR Security ID: 04743P108
Meeting Date: MAY 22, 2007 Meeting Type: Annual
Record Date: APR 3, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Craig H. Barratt For For Management
1.2 Elect Director Marshall L. Mohr For For Management
1.3 Elect Director Andrew S. Rappaport For For Management
2 Ratify Auditors For For Management
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AVON PRODUCTS, INC.
Ticker: AVP Security ID: 054303102
Meeting Date: MAY 3, 2007 Meeting Type: Annual
Record Date: MAR 15, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director W. Don Cornwell For For Management
1.2 Elect Director Edward T. Fogarty For For Management
1.3 Elect Director Fred Hassan For For Management
1.4 Elect Director Andrea Jung For For Management
1.5 Elect Director Maria Elena Lagomasino For For Management
1.6 Elect Director Ann S. Moore For For Management
1.7 Elect Director Paul S. Pressler For For Management
1.8 Elect Director Gary M. Rodkin For For Management
1.9 Elect Director Paula Stern For For Management
1.10 Elect Director Lawrence A. Weinbach For For Management
2 Ratify Auditors For For Management
3 Amend Articles/Bylaws/Charter-Adopt For For Management
Majority Voting
4 Pay For Superior Performance Against For Shareholder
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Page 3
BANK OF AMERICA CORP.
Ticker: BAC Security ID: 060505104
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: MAR 2, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director William Barnet, III For For Management
2 Elect Director Frank P. Bramble, Sr. For For Management
3 Elect Director John T. Collins For For Management
4 Elect Director Gary L. Countryman For For Management
5 Elect Director Tommy R. Franks For For Management
6 Elect Director Charles K. Gifford For For Management
7 Elect Director W. Steven Jones For For Management
8 Elect Director Kenneth D. Lewis For For Management
9 Elect Director Monica C. Lozano For For Management
10 Elect Director Walter E. Massey For For Management
11 Elect Director Thomas J. May For For Management
12 Elect Director Patricia E. Mitchell For For Management
13 Elect Director Thomas M. Ryan For For Management
14 Elect Director O. Temple Sloan, Jr. For For Management
15 Elect Director Meredith R. Spangler For For Management
16 Elect Director Robert L. Tillman For For Management
17 Elect Director Jackie M. Ward For For Management
18 Ratify Auditors For For Management
19 Prohibit Executive Stock-Based Awards Against Against Shareholder
20 Change Size of Board of Directors Against Against Shareholder
21 Separate Chairman and CEO Positions Against Against Shareholder
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BOEING CO., THE
Ticker: BA Security ID: 097023105
Meeting Date: APR 30, 2007 Meeting Type: Annual
Record Date: MAR 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director John H. Biggs For For Management
2 Elect Director John E. Bryson For For Management
3 Elect Director Arthur D. Collins, Jr. For For Management
4 Elect Director Linda Z. Cook For For Management
5 Elect Director William M. Daley For For Management
6 Elect Director Kenneth M. Duberstein For For Management
7 Elect Director John F. McDonnell For For Management
8 Elect Director W. James McNerney, Jr. For For Management
9 Elect Director Richard D. Nanula For For Management
10 Elect Director Rozanne L. Ridgway For For Management
11 Elect Director Mike S. Zafirovski For For Management
12 Ratify Auditors For For Management
13 Report on Foreign Arms Sales Against Against Shareholder
14 Adopt Human Rights Policy Against For Shareholder
15 Report on Charitable Contributions Against Against Shareholder
16 Report on Political Contributions Against For Shareholder
17 Separate Chairman and CEO Positions Against Against Shareholder
18 Submit Shareholder Rights Plan (Poison Against Against Shareholder
Pill) to Shareholder Vote
19 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
20 Performance-Based and/or Time-Based Against For Shareholder
Equity Awards
21 Claw-back of Payments under Restatements Against Against Shareholder
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Page 4
CAMECO CORP.
Ticker: CCO Security ID: 13321L108
Meeting Date: MAY 16, 2007 Meeting Type: Annual/Special
Record Date: APR 3, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John S. Auston For For Management
1.2 Elect Director John H. Clappison For For Management
1.3 Elect Director Joe F. Colvin For For Management
1.4 Elect Director Harry D. Cook For For Management
1.5 Elect Director James R. Curtiss For For Management
1.6 Elect Director George S. Dembroski For For Management
1.7 Elect Director Gerald W. Grandey For For Management
1.8 Elect Director Nancy E. Hopkins For For Management
1.9 Elect Director Oyvind Hushovd For For Management
1.10 Elect Director J.W. George Ivany For For Management
1.11 Elect Director A. Anne McLellan For For Management
1.12 Elect Director A. Neil McMillan For For Management
1.13 Elect Director Robert W. Peterson For For Management
1.14 Elect Director Victor J. Zaleschuk For For Management
2 Ratify KPMG LLP as Auditors For For Management
3 Amend Stock Option Plan For For Management
4 The Undersigned Holder of Record Declares None Abstain Management
that all Shares are Held, Beneficially
owned or Controlled by One or More
Canadian Residents (Residents mark the
FOR Box; One or more Non-Residents mark
the ABSTAIN box)
5 If you are unable to complete Item #4 None Abstain Management
then please complete this item. The
Undersigned Holder of Shares Declares
that the Undersigned is a Canadian
Resident (Residents mark the FOR Box;
Non-Residents mark the ABSTAIN Box)
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COMPANHIA VALE DO RIO DOCE
Ticker: RIO.PR Security ID: 204412209
Meeting Date: DEC 28, 2006 Meeting Type: Special
Record Date: DEC 11, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 THE APPROVAL AND JUSTIFICATION FOR For For Management
CONSOLIDATION OF CAEMI MINERACAO E
METALURGIA S.A. ( CAEMI ), A WHOLLY OWNED
SUBSIDIARY OF CVRD, PURSUANT TO ARTICLES
224 AND 225 OF THE BRAZILIAN CORPORATE
LAW
2 TO RATIFY THE APPOINTMENT OF THE EXPERTS For For Management
TO APPRAISE THE VALUE OF THE COMPANY TO
BE CONSOLIDATED
3 TO DECIDE ON THE APPRAISAL REPORT, For For Management
PREPARED BY THE EXPERT APPRAISERS
4 THE APPROVAL FOR THE CONSOLIDATION OF For For Management
CAEMI, WITHOUT A CAPITAL INCREASE OR THE
ISSUANCE OF NEW SHARES BY THIS COMPANY
5 TO RATIFY THE ACQUISITION OF THE CONTROL For For Management
OF INCO LTD., PURSUANT TO SECTION 1 OF
ARTICLE 256 OF THE BRAZILIAN CORPORATE
LAW
6 TO RATIFY THE APPOINTMENT OF A BOARD For For Management
MEMBER, DULY NOMINATED DURING THE BOARD
OF DIRECTORS MEETING HELD ON JUNE 21,
2006, IN ACCORDANCE WITH SECTION 10 OF
ARTICLE 11 OF THE COMPANY S BY-LAWS
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Page 5
COMPANHIA VALE DO RIO DOCE
Ticker: RIO Security ID: 204412209
Meeting Date: APR 27, 2007 Meeting Type: Annual/Special
Record Date: APR 4, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 APPRECIATION OF THE MANAGEMENTS REPORT For For Management
AND ANALYSIS, DISCUSSION AND VOTE ON THE
FINANCIAL STATEMENTS FOR THE FISCAL YEAR
ENDING DECEMBER 31, 2006.
2 PROPOSAL FOR THE DESTINATION OF PROFITS For For Management
OF THE SAID FISCAL YEAR AND APPROVAL OF
THE INVESTMENT BUDGET OF THE COMPANY.
3 APPOINTMENT OF THE MEMBERS OF THE BOARD For For Management
OF DIRECTORS.
4 APPOINTMENT OF THE MEMBERS OF THE FISCAL For For Management
COUNCIL.
5 ESTABLISHMENT OF THE REMUNERATION OF THE For For Management
MEMBERS OF THE BOARD OF DIRECTORS, THE
BOARD OF EXECUTIVE OFFICERS AND THE
FISCAL COUNCIL.
6 PROPOSAL FOR THE CAPITAL INCREASE, For For Management
THROUGH CAPITALIZATION OF RESERVES,
WITHOUT THE ISSUANCE OF SHARES, AND THE
CONSEQUENT CHANGE OF THE HEAD OF ARTICLE
5 OF THE COMPANY S BY-LAWS.
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CORNING INC.
Ticker: GLW Security ID: 219350105
Meeting Date: APR 26, 2007 Meeting Type: Annual
Record Date: FEB 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Robert F. Cummings, Jr. For For Management
1.2 Elect Director Eugene C. Sit For Withhold Management
1.3 Elect Director William D. Smithburg For Withhold Management
1.4 Elect Director Hansel E. Tookes Ii For Withhold Management
1.5 Elect Director Wendell P. Weeks For Withhold Management
2 Ratify Auditors For For Management
3 Declassify the Board of Directors Against For Shareholder
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Page 6
EBAY INC.
Ticker: EBAY Security ID: 278642103
Meeting Date: JUN 14, 2007 Meeting Type: Annual
Record Date: APR 16, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Philippe Bourguignon For For Management
1.2 Elect Director Thomas J. Tierney For For Management
1.3 Elect Director Margaret C. Whitman For For Management
2 Amend Omnibus Stock Plan For For Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
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EMERSON ELECTRIC CO.
Ticker: EMR Security ID: 291011104
Meeting Date: FEB 6, 2007 Meeting Type: Annual
Record Date: NOV 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director C. Fernandez G For Withhold Management
1.2 Elect Director W. J. Galvin For For Management
1.3 Elect Director R. L. Ridgway For For Management
1.4 Elect Director R. L. Stephenson For For Management
2 Ratify Auditors For For Management
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
Ticker: EXPD Security ID: 302130109
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Peter J. Rose For For Management
1.2 Elect Director James L.K. Wang For For Management
1.3 Elect Director R. Jordan Gates For For Management
1.4 Elect Director James J. Casey For For Management
1.5 Elect Director Dan P. Kourkoumelis For For Management
1.6 Elect Director Michael J. Malone For For Management
1.7 Elect Director John W. Meisenbach For For Management
2 Approve Stock Option Plan For Against Management
3 Amend Qualified Employee Stock Purchase For For Management
Plan
4 Ratify Auditors For For Management
5 Amend EEO Policy to Reference Against For Shareholder
Discrimination based on Sexual
Orientation
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Page 7
FEDEX CORPORATION
Ticker: FDX Security ID: 31428X106
Meeting Date: SEP 25, 2006 Meeting Type: Annual
Record Date: JUL 31, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James L. Barksdale For For Management
1.2 Elect Director August A. Busch, IV For For Management
1.3 Elect Director John A. Edwardson For For Management
1.4 Elect Director Judith L. Estrin For For Management
1.5 Elect Director J. Kenneth Glass For For Management
1.6 Elect Director Philip Greer For For Management
1.7 Elect Director J.R. Hyde, III For For Management
1.8 Elect Director Shirley A. Jackson For For Management
1.9 Elect Director Steven R. Loranger For For Management
1.10 Elect Director Charles T. Manatt For For Management
1.11 Elect Director Frederick W. Smith For For Management
1.12 Elect Director Joshua I. Smith For For Management
1.13 Elect Director Paul S. Walsh For For Management
1.14 Elect Director Peter S. Willmott For For Management
2 Reduce Supermajority Vote Requirement For For Management
3 Ratify Auditors For For Management
4 Report on Environmental Policy Against Against Shareholder
5 Require a Majority Vote for the Election Against For Shareholder
of Directors
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FOCUS MEDIA HLDG LTD
Ticker: FMCN Security ID: 34415V109
Meeting Date: OCT 20, 2006 Meeting Type: Annual
Record Date: AUG 28, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 ELECTION OF THE DIRECTOR: DAVID FENG YU. For For Management
2 ELECTION OF THE DIRECTOR: CHARLES CHAO. For For Management
3 ELECTION OF THE DIRECTOR: DAQING QI. For For Management
4 APPROVAL TO INCREASE THE MAXIMUM NUMBER For For Management
OF DIRECTORS TO THIRTEEN (13), AS SET
FORTH IN THE COMPANY S NOTICE OF MEETING
ENCLOSED HEREWITH.
5 APPROVAL OF THE 2006 EMPLOYEE SHARE For For Management
OPTION PLAN AND THE AUTHORIZATION OF
OFFICERS TO ALLOT, ISSUE OR DELIVER
SHARES PURSUANT TO THE 2006 EMPLOYEE
SHARE OPTION PLAN, AS SET FORTH IN THE
COMPANY S NOTICE OF MEETING ENCLOSED
HEREWITH.
6 Ratify Auditors For For Management
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FREESCALE SEMICONDUCTOR, INC.
Ticker: FSL Security ID: 35687M107
Meeting Date: NOV 13, 2006 Meeting Type: Special
Record Date: OCT 18, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
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Page 8
GOLDMAN SACHS GROUP, INC., THE
Ticker: GS Security ID: 38141G104
Meeting Date: APR 11, 2007 Meeting Type: Annual
Record Date: JAN 26, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Lloyd C. Blankfein For For Management
2 Elect Director Lord Browne of Madingley For For Management
3 Elect Director John H. Bryan For For Management
4 Elect Director Gary D. Cohn For For Management
5 Elect Director Claes Dahlback For For Management
6 Elect Director Stephen Friedman For For Management
7 Elect Director William W. George For For Management
8 Elect Director Rajat K. Gupta For For Management
9 Elect Director James A. Johnson For For Management
10 Elect Director Lois D. Juliber For For Management
11 Elect Director Edward M. Liddy For For Management
12 Elect Director Ruth J. Simmons For For Management
13 Elect Director Jon Winkelried For For Management
14 Ratify Auditors For For Management
15 Report on Charitable Contributions Against Against Shareholder
16 Sustainability Report Against Against Shareholder
17 Prohibit Executive Stock-Based Awards Against Against Shareholder
- --------------------------------------------------------------------------------
INTERCONTINENTALEXCHANGE, INC.
Ticker: ICE Security ID: 45865V100
Meeting Date: MAY 10, 2007 Meeting Type: Annual
Record Date: MAR 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Charles R. Crisp For For Management
1.2 Elect Director Jean-Marc Forneri For For Management
1.3 Elect Director Fred W. Hatfield For For Management
1.4 Elect Director Terrence F. Martell For For Management
1.5 Elect Director Sir Robert Reid For For Management
1.6 Elect Director Frederic V. Salerno For For Management
1.7 Elect Director R.L. Sandor For For Management
1.8 Elect Director Frederick W. Schoenhut For For Management
1.9 Elect Director Jeffrey C. Sprecher For For Management
1.10 Elect Director Judith A. Sprieser For For Management
1.11 Elect Director Vincent Tese For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
JA SOLAR HLDGS CO LTD
Ticker: JASO Security ID: 466090107
Meeting Date: JUN 30, 2007 Meeting Type: Annual
Record Date: MAY 24, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Amend Article 154 of the Second Amended For For Management
and Restated Articles of Association of
the Company
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Page 9
- --------------------------------------------------------------------------------
JOY GLOBAL, INC.
Ticker: JOYG Security ID: 481165108
Meeting Date: FEB 22, 2007 Meeting Type: Annual
Record Date: JAN 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Steven L. Gerard For For Management
1.2 Elect Director John Nils Hanson For For Management
1.3 Elect Director Ken C. Johnsen For For Management
1.4 Elect Director Gale E. Klappa For For Management
1.5 Elect Director Richard B. Loynd For For Management
1.6 Elect Director P. Eric Siegert For For Management
1.7 Elect Director Michael W. Sutherlin For For Management
1.8 Elect Director James H. Tate For For Management
2 Approve Omnibus Stock Plan For Against Management
3 Increase Authorized Common Stock For Against Management
- --------------------------------------------------------------------------------
MANITOWOC COMPANY, INC., THE
Ticker: MTW Security ID: 563571108
Meeting Date: MAY 1, 2007 Meeting Type: Annual
Record Date: FEB 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Virgis W. Colbert For For Management
1.2 Elect Director Kenneth W. Krueger For For Management
1.3 Elect Director Robert C. Stift For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
MEMC ELECTRONIC MATERIALS, INC.
Ticker: WFR Security ID: 552715104
Meeting Date: APR 25, 2007 Meeting Type: Annual
Record Date: MAR 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director John Marren For Withhold Management
1.2 Elect Director William E. Stevens For For Management
1.3 Elect Director James B. Williams For For Management
2 Amend Omnibus Stock Plan For For Management
- --------------------------------------------------------------------------------
NATIONAL OILWELL VARCO, INC.
Ticker: NOV Security ID: 637071101
Meeting Date: JUN 5, 2007 Meeting Type: Annual
Record Date: APR 13, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Ben A. Guill For For Management
1.2 Elect Director Roger L. Jarvis For For Management
1.3 Elect Director Eric L. Mattson For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
Page 10
NETEASE COM INC
Ticker: NTES Security ID: 64110W102
Meeting Date: SEP 7, 2006 Meeting Type: Annual
Record Date: JUL 21, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1 RE-ELECT WILLIAM DING AS A DIRECTOR TO For For Management
SERVE FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
2 RE-ELECT DONGHUA DING AS A DIRECTOR TO For For Management
SERVE FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
3 RE-ELECT LUN FENG AS A DIRECTOR TO SERVE For For Management
FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
4 RE-ELECT DENNY LEE AS A DIRECTOR TO SERVE For For Management
FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
5 RE-ELECT MICHAEL LEUNG AS A DIRECTOR TO For For Management
SERVE FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
6 RE-ELECT JOSEPH TONG AS A DIRECTOR TO For For Management
SERVE FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
7 RE-ELECT MICHAEL TONG AS A DIRECTOR TO For For Management
SERVE FOR THE ENSUING YEAR AND UNTIL HIS
SUCCESSOR IS ELECTED AND DULY QUALIFIED.
8 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NIKE, INC.
Ticker: NKE Security ID: 654106103
Meeting Date: SEP 18, 2006 Meeting Type: Annual
Record Date: JUL 25, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Jill K. Conway For For Management
1.2 Elect Director Alan B. Graf, Jr. For For Management
1.3 Elect Director Jeanne P. Jackson For For Management
2 Report on Charitable Contributions Against Against Shareholder
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
NVIDIA CORPORATION
Ticker: NVDA Security ID: 67066G104
Meeting Date: JUN 21, 2007 Meeting Type: Annual
Record Date: APR 23, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director James C. Gaither For Withhold Management
1.2 Elect Director Jen-Hsun Huang For For Management
1.3 Elect Director A. Brooke Seawell For For Management
2 Approve Omnibus Stock Plan For Against Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
Page 11
PEPSICO, INC.
Ticker: PEP Security ID: 713448108
Meeting Date: MAY 2, 2007 Meeting Type: Annual
Record Date: MAR 9, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Elect Director Dina Dublon For For Management
2 Elect Director Victor J. Dzau, M.D. For For Management
3 Elect Director Ray L. Hunt For For Management
4 Elect Director Alberto Ibarguen For For Management
5 Elect Director Arthur C. Martinez For For Management
6 Elect Director Indra K. Nooyi For For Management
7 Elect Director Sharon Percy Rockefeller For For Management
8 Elect Director James J. Schiro For For Management
9 Elect Director Daniel Vasella For For Management
10 Elect Director Michael D. White For For Management
11 Ratify Auditors For For Management
12 Approve Omnibus Stock Plan For For Management
13 Report on Charitable Contributions Against Against Shareholder
- --------------------------------------------------------------------------------
PETROLEO BRASILEIRO
Ticker: PBR.A Security ID: 71654V408
Meeting Date: APR 2, 2007 Meeting Type: Annual/Special
Record Date: MAR 8, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 MANAGEMENT REPORT, FINANCIAL STATEMENTS For For Management
AND AUDIT COMMITTEE S OPINION FOR THE
FISCAL YEAR 2006
2 CAPITAL EXPENDITURE BUDGET FOR THE FISCAL For For Management
YEAR 2007
3 DISTRIBUTION OF RESULTS FOR THE FISCAL For For Management
YEAR 2006
4 ELECTION OF MEMBERS OF THE BOARD OF For For Management
DIRECTORS
5 ELECTION OF CHAIRMAN OF THE BOARD OF For For Management
DIRECTORS
6 ELECTION OF MEMBERS OF THE FISCAL COUNCIL For For Management
AND THEIR RESPECTIVE SUBSTITUTES
7 ESTABLISHMENT OF THE MANAGEMENT For For Management
COMPENSATION, AS WELL AS THEIR
PARTICIPATION IN THE PROFITS PURSUANT TO
ARTICLES 41 AND 56 OF THE COMPANY S
BYLAWS, AS WELL AS OF MEMBERS OF THE
FISCAL COUNCIL
8 INCREASE IN THE CAPITAL STOCK THROUGH THE For For Management
INCORPORATION OF PART OF THE REVENUE
RESERVES CONSTITUTED IN PREVIOUS FISCAL
YEARS AMOUNTING TO R$ 4.380 MILLION,
INCREASING THE CAPITAL STOCK FROM R$
48.264 MILLION TO R$ 52.644 MILLION
WITHOUT ANY CHANGE TO THE
- --------------------------------------------------------------------------------
Page 12
PHELPS DODGE CORP.
Ticker: PD Security ID: 717265102
Meeting Date: MAR 14, 2007 Meeting Type: Special
Record Date: FEB 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 Approve Merger Agreement For For Management
2 Adjourn Meeting For For Management
- --------------------------------------------------------------------------------
PROCTER & GAMBLE COMPANY, THE
Ticker: PG Security ID: 742718109
Meeting Date: OCT 10, 2006 Meeting Type: Annual
Record Date: AUG 11, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Norman R. Augustine For For Management
1.2 Elect Director A.G. Lafley For For Management
1.3 Elect Director Johnathan A. Rodgers For For Management
1.4 Elect Director John F. Smith, Jr. For For Management
1.5 Elect Director Margaret C. Whitman For For Management
2 Approve Decrease in Size of Board For For Management
3 Ratify Auditors For For Management
4 Amend Omnibus Stock Plan For For Management
5 Put Repricing of Stock Options to Against Against Shareholder
Shareholder Vote
- --------------------------------------------------------------------------------
QUALCOMM INC.
Ticker: QCOM Security ID: 747525103
Meeting Date: MAR 13, 2007 Meeting Type: Annual
Record Date: JAN 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Barbara T. Alexander For For Management
1.2 Elect Director Raymond V. Dittamore For For Management
1.3 Elect Director Irwin Mark Jacobs For For Management
1.4 Elect Director Sherry Lansing For For Management
1.5 Elect Director Peter M. Sacerdote For For Management
1.6 Elect Director Marc I. Stern For For Management
2 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
Page 13
SCHLUMBERGER LTD.
Ticker: SLB Security ID: 806857108
Meeting Date: APR 11, 2007 Meeting Type: Annual
Record Date: FEB 21, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director P. Camus For For Management
1.2 Elect Director J.S. Gorelick For For Management
1.3 Elect Director A. Gould For For Management
1.4 Elect Director T. Isaac For For Management
1.5 Elect Director N. Kudryavtsev For For Management
1.6 Elect Director A. Lajous For For Management
1.7 Elect Director M.E. Marks For For Management
1.8 Elect Director D. Primat For For Management
1.9 Elect Director L.R. Reif For For Management
1.10 Elect Director T.I. Sandvold For For Management
1.11 Elect Director N. Seydoux For For Management
1.12 Elect Director L.G. Stuntz For For Management
1.13 Elect Director R. Talwar For For Management
2 ADOPTION AND APPROVAL OF FINANCIALS AND For For Management
DIVIDENDS.
3 APPROVAL OF INDEPENDENT REGISTERED PUBLIC For For Management
ACCOUNTING FIRM.
- --------------------------------------------------------------------------------
SCHNITZER STEEL INDUSTRIES, INC.
Ticker: SCHN Security ID: 806882106
Meeting Date: JAN 31, 2007 Meeting Type: Annual
Record Date: NOV 30, 2006
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director William A. Furman For Withhold Management
1.2 Elect Director William D. Larsson For For Management
1.3 Elect Director Scott Lewis For Withhold Management
- --------------------------------------------------------------------------------
SINA CORP. (FORMERLY SINA.COM)
Ticker: SINA Security ID: G81477104
Meeting Date: JUN 29, 2007 Meeting Type: Annual
Record Date: MAY 14, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Hurst Lin For For Management
1.2 Elect Director Ter Fung Tsao For For Management
1.3 Elect Director Song-Yi Zhang For For Management
2 Ratify Auditors For For Management
3 APPROVAL OF THE 2007 SHARE INCENTIVE PLAN For For Management
- --------------------------------------------------------------------------------
STARBUCKS CORP.
Ticker: SBUX Security ID: 855244109
Meeting Date: MAR 21, 2007 Meeting Type: Annual
Record Date: JAN 12, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Howard Schultz For For Management
1.2 Elect Director Barbara Bass For For Management
1.3 Elect Director Howard P. Behar For For Management
1.4 Elect Director William W. Bradley For For Management
1.5 Elect Director James L. Donald For For Management
1.6 Elect Director Mellody Hobson For For Management
1.7 Elect Director Olden Lee For For Management
1.8 Elect Director James G. Shennan, Jr. For For Management
1.9 Elect Director Javier G. Teruel For For Management
1.10 Elect Director Myron E. Ullman, III For For Management
1.11 Elect Director Craig E. Weatherup For For Management
2 Approve Executive Incentive Bonus Plan For For Management
3 Ratify Auditors For For Management
- --------------------------------------------------------------------------------
Page 14
UNITED THERAPEUTICS CORP.
Ticker: UTHR Security ID: 91307C102
Meeting Date: JUN 26, 2007 Meeting Type: Annual
Record Date: MAY 1, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director Christopher Causey For For Management
1.2 Elect Director R. Paul Gray For For Management
- --------------------------------------------------------------------------------
VEOLIA ENVIRONNEMENT (FORMERLY VIVENDI ENVIRONMENT)
Ticker: VE Security ID: 92334N103
Meeting Date: MAY 10, 2007 Meeting Type: Annual
Record Date: APR 3, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1 APPROVAL OF REPORTS AND STATUTORY For For Management
FINANCIAL STATEMENTS FOR THE 2006
FINANCIAL YEAR
2 APPROVAL OF CONSOLIDATED FINANCIAL For For Management
STATEMENTS FOR THE 2006 FINANCIAL YEAR
3 APPROVAL OF THE EXPENSES AND CHARGES For For Management
REFERRED TO IN ARTICLE 39-4 OF THE CODE
GENERAL DES IMPOTS
4 ALLOCATION OF NET INCOME AND PAYMENT DATE For For Management
OF DIVIDENDS
5 APPROVAL OF REGULATED AGREEMENTS AND For Against Management
UNDERTAKINGS
6 RATIFICATION OF THE APPOINTMENT OF A For For Management
DIRECTOR [MR. PAOLO SCARONI]
7 RATIFICATION OF THE APPOINTMENT OF A For Against Management
DIRECTOR [MR. AUGUSTIN DE ROMANET DE
BEAUNE]
8 Ratify Auditors For For Management
9 Ratify Auditors For For Management
10 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Against Management
TO TRADE IN THE COMPANY S OWN SHARES
11 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO INCREASE THE SHARE CAPITAL BY ISSUING
SHARES OR SECURITIES CONVERTIBLE,
IMMEDIATELY OR OVER TIME, INTO THE
COMPANY S SHARES, AND RESERVED FOR
MEMBERS OF SAVINGS PLANS, WITHOUT
PREFERENTIAL SUBSCRIPTION RIGHTS I
12 AUTHORIZATION FOR THE BOARD OF DIRECTORS For For Management
TO INCREASE SHARE CAPITAL RESERVED FOR A
CATEGORY OF BENEFICIARIES, WITHOUT
PREFERENTIAL RIGHTS IN FAVOR OF SUCH
BENEFICIARIES
13 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Against Management
TO AWARD, FOR NO CONSIDERATION, NEWLY
ISSUED OR EXISTING SHARES TO ALL OR ONLY
SOME OF THE GROUP S EMPLOYEES OR OFFICERS
14 HARMONIZATION OF THE ARTICLES OF For For Management
ASSOCIATION WITH THE PROVISIONS OF THE
DECREE OF DECEMBER 11, 2006
15 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Against Management
TO DECIDE, DURING A TAKEOVER BID PERIOD,
TO ISSUE WARRANTS WITH PREFERENTIAL
RIGHTS TO SUBSCRIBE SHARES OF THE
COMPANY, INCLUDING THEIR FREE ISSUE TO
ALL OF THE COMPANY S SHAREHOLDERS
16 AUTHORIZATION FOR THE BOARD OF DIRECTORS For Against Management
TO ACT DURING A TAKEOVER BID PERIOD
INITIATED FOR THE SHARES OF THE COMPANY,
WHERE THE RECIPROCITY RULE APPLIES
17 POWERS TO CARRY OUT FORMALITIES For For Management
- --------------------------------------------------------------------------------
Page 15
YUM BRANDS, INC.
Ticker: YUM Security ID: 988498101
Meeting Date: MAY 17, 2007 Meeting Type: Annual
Record Date: MAR 19, 2007
# Proposal Mgt Rec Vote Cast Sponsor
1.1 Elect Director David W. Dorman For For Management
1.2 Elect Director Massimo Ferragamo For For Management
1.3 Elect Director J. David Grissom For For Management
1.4 Elect Director Bonnie G. Hill For For Management
1.5 Elect Director Robert Holland, Jr. For For Management
1.6 Elect Director Kenneth G. Langone For For Management
1.7 Elect Director Jonathan S. Linen For For Management
1.8 Elect Director Thomas C. Nelson For For Management
1.9 Elect Director David C. Novak For For Management
1.10 Elect Director Thomas M. Ryan For For Management
1.11 Elect Director Jackie Trujillo For For Management
2 Ratify Auditors For For Management
3 Adopt MacBride Principles Against Against Shareholder
4 Advisory Vote to Ratify Named Executive Against For Shareholder
Officers' Compensation
5 Pay For Superior Performance Against For Shareholder
6 Submit Severance Agreement (Change in Against For Shareholder
Control) to shareholder Vote
7 Report on Sustainable Fish/Seafood Against Against Shareholder
Sourcing Policies
8 Report on Animal Welfare Policies Against Against Shareholder
========== END NPX REPORT
Page 16
The China-US Growth Fund | Proxy Voting Jul - Sep'06 | |
| | | | | | | | | | | Management or | | | | |
| | | | | | | | | | | Shareholder Proposal | | | | |
| Meeting Date / | | Record | | Security ID | | Company | | | | (identify MGMT or | | Management | | |
| Type | | Date | | (Sedol) | | / Agenda items # | | Description | | Sharehold) | | Recommendation | | Fund Vote |
| 08/22/06 EGM | | 07/21/06 | | B04KNF1 | | AIR CHINA LTD | | | | | | | | |
| | | | | | | | | Approve Sale of Dragonair Shares by CNAC Ltd to Cathay in | | | | | | |
| | | | | | | | | Consideration of Cathay Issuing New Cathay Shares and Cash; and | | | | | | |
| | | | | | | | | Purchase of 40.1 Million and 359.2 Million Cathay Shares by the | | | | | | |
| | | | | | | 1 | | Company from SPAC and CITIC Pacific at HK$13.5 Per Share | | MGMT | | For | | For |
| | | | | | | | | Approve Issuance of 1.2 Billion H Shares by the Company to Cathay at | | | | | | |
| | | | | | | | | an Aggregate Subscription Price of HK$4.07 Billion, Representing | | | | | | |
| | | | | | | | | HK$3.45 Per Share, or Issuance of Such Other Securities to Cathay | | | | | | |
| | | | | | | 2 | | Which may be Convertible to 1.2 Billion H Shares | | MGMT | | For | | For |
| 08/22/06 EGM | | 07/21/06 | | B04KNF1 | | AIR CHINA LTD | | | | | | | | |
| | | | | | | | | Approve Issuance of 1.2 Billion H Shares or Such Other Securities by | | | | | | |
| | | | | | | | | the Company to Cathay which may be Convertible into 1.2 Billion H | | | | | | |
| | | | | | | 1 | | Shares | | MGMT | | For | | For |
| 07/12/06 EGM | | 06/30/06 | | 6192150 | | China Overseas Land & Investment Ltd. | | | | | | |
| | | | | | | | | Authorize Issuance of Warrants at the Initial Subscription Price of | | | | | | |
| | | | | | | | | HK$4.5 Per Share by Way of a Bonus Issue to Shareholders in the | | | | | | |
| | | | | | | 1 | | Proportion of One Warrant for Every Eight Shares Held | | MGMT | | For | | Abstain |
| 07/12/06 EGM | | 06/30/06 | | 6192150 | | China Overseas Land & Investment Ltd. | | | | | | |
| | | | | | | 1 | | Approve CSCEC Group Engagement Agreement and Annual Caps | | MGMT | | For | | Abstain |
| 08/25/06 AGM | | 08/22/06 | | 6331555 | | Far East Consortium International Ltd | | | | | | |
| | | | | | | 1 | | Accept Financial Statements and Statutory Reports | | MGMT | | For | | Abstain |
| | | | | | | 2 | | Approve Final Dividend | | MGMT | | For | | Abstain |
| | | | | | | 3a1 | | Reelect Deacon Te Ken Chiu as Executive Director | | MGMT | | For | | Abstain |
| | | | | | | 3a2 | | Reelect Dick Tat Sang Chiu as Non-Executive Director | | MGMT | | For | | Abstain |
| | | | | | | 3a3 | | Reelect Daniel Tat Jung Chiu as Non-Executive Director | | MGMT | | For | | Abstain |
| | | | | | | 3a4 | | Reelect Kwok Wai Chan as Independent Non-Executive Director | | MGMT | | For | | Abstain |
| | | | | | | 3b | | Authorize Board to Fix Remuneration of Directors | | MGMT | | For | | Abstain |
| | | | | | | 4 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | MGMT | | For | | Abstain |
| | | | | | | | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | |
| | | | | | | 5a | | Preemptive Rights | | MGMT | | For | | Abstain |
| | | | | | | 5b | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | MGMT | | For | | Abstain |
| | | | | | | 5c | | Authorize Reissuance of Repurchased Shares | | MGMT | | For | | Abstain |
| 09/25/06 EGM | | 08/26/06 | | B0ZSH52 | | HUNAN NONFERROUS METALS CORP LTD | | | | | | |
| | | | | | | | | Approve Grant of Stock Appreciation Rights Under the Company's | | | | | | |
| | | | | | | 1 | | Stock Appreciation Rights Plan | | MGMT | | For | | Abstain |
| | | | | | | 2 | | Adopt Rules of Procedure for General Meeting of the Company | | MGMT | | For | | Abstain |
| 09/08/06 AGM | | 1/9/2006 | | B0LMJW9 | | ONE MEDIA GROUP LTD | | | | | | |
| | | | | | | 1 | | Accept Financial Statements and Statutory Reports | | MGMT | | For | | Abstain |
| | | | | | | 2 | | Approve Final Dividend | | MGMT | | For | | Abstain |
| | | | | | | 3a1 | | Reelect TIONG Kiu King as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a2 | | Reelect TIONG Kiew Chiong as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a3 | | Reelect Peter Bush BRACK as Director | | MGMT | | For | | Abstain |
Page 1 of 2
The China-US Growth Fund | Proxy Voting Jul - Sep'06 | |
| | | | | | | | | | | Management or | | | | |
| | | | | | | | | | | Shareholder Proposal | | | | |
| Meeting Date / | | Record | | Security ID | | Company | | | | (identify MGMT or | | Management | | |
| Type | | Date | | (Sedol) | | / Agenda items # | | Description | | Sharehold) | | Recommendation | | Fund Vote |
| | | | | | | 3a4 | | Reelect TUNG Siu Ho, Terence as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a5 | | Reelect Robert William Hong-San YUNG as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a6 | | Reelect YU Hon To, David as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a7 | | Reelect SIT Kien Ping, Peter as Director | | MGMT | | For | | Abstain |
| | | | | | | 3a8 | | Reelect TAN Hock Seng, Peter as Director | | MGMT | | For | | Abstain |
| | | | | | | 3b | | Authorize Board to Fix the Remuneration of Directors | | MGMT | | For | | Abstain |
| | | | | | | 4 | | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | MGMT | | For | | Abstain |
| | | | | | | 5 | | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | MGMT | | For | | Abstain |
| | | | | | | | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | |
| | | | | | | 6 | | Preemptive Rights | | MGMT | | For | | Abstain |
| | | | | | | 7 | | Authorize Reissuance of Repurchased Shares | | MGMT | | For | | Abstain |
| | | | | | | | | Amend Articles Re: Voting at Meetings and Retirement by Rotation of | | | | | | |
| | | | | | | 8 | | Directors | | MGMT | | For | | Abstain |
| 09/29/06 EGM | | 09/29/06 | | B01FLR7 | | PING AN INSURANCE (GROUP) CO. OF CHINA, LTD. | | | | | | |
| | | | | | | | | Approve Acquisition of 1 Billion Shares, Representing 63 Percent of the | | | | | | |
| | | | | | | | | Entire Issued Capital of Shenzhen Commercial Bank Co. Ltd. from | | | | | | |
| | | | | | | | | Shenzhen Investment Hldgs. Co. Ltd., Shenzhen Financial Bureau, | | | | | | |
| | | | | | | 1 | | Shum Yip Hldg. Co. Ltd. and Other Vendors | | MGMT | | For | | Abstain |
| | | | | | | | | Approve Share Subscription Agreement with Shenzhen Commercial | | | | | | |
| | | | | | | | | Bank Co. Ltd. in Relation to the Subscription of a Further 3.9 Billion New | | | | | | |
| | | | | | | | | Shares, Representing 70.9 Percent of the Enlarged Issued Share | | | | | | |
| | | | | | | 2 | | Capital of Shenzhen Commercial Bank Co. Ltd. | | MGMT | | For | | Abstain |
| 09/01/06 EGM | | 08/29/06 | | 6771032 | | Shangri-la Asia Ltd. | | | | | | | | |
| | | | | | | 1 | | Reelect Wong Kai Man as Director | | MGMT | | For | | Abstain |
| | | | | | | | | Approve Connected Transactions Among the Company, Kerry | | | | | | |
| | | | | | | | | Properties Ltd., and Allgreen Properties Ltd., Relating to Share Transfer | | | | | | |
| | | | | | | 2 | | Agreement and Joint Venture Contract | | MGMT | | For | | Abstain |
Page 2 of 2
Vote Summary Report (Short)
06/30/06 to 06/30/07 Sorted by Meeting Date. In All Markets, for all statuses, for Fred Alger, Fred Alger. Show all notes. Show vote results. |
| | | | | | | | | | | | | | | | | | | | | | |
Mtg Date | | Company | | Security/ | | Mgmt | | ISS | | Vote | | With/ | | Record | | Shares | | Shares | | Meeting | | Vote Results Information |
/Type | | /Ballot Issues | | Proponent | | Rec | | Rec | | Cast | | Against ISS | | Date | | Available | | Voted | | Status | | Vote Result | | For # | | Against # | | Abstain # | | Non-Broker # |
11/01/06 EGM | | Petrochina Company Limited | | Y6883Q104 | | | | | | With | | | | 3/10/2006 | | 1,112,000 | | 1,112,000 | | Voted | | | | | | | | | | |
| | | Approve Continuing Connected Transactions Arising from the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Acquisition of a 67 Percent Interest in PetroKazakhstan Inc. by | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | PetroChina Co. Ltd. through CNPC Exploration and Development | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Co. Ltd. within the Scope of the Amended Comprehensive | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Agreement | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Revision of Existing Annual Caps of Each of the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Continuing Connected Transaction Under the Amended | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Comprehensive Agreement as a Result of the Acquisition of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Petrokazakhstan Inc. | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Revision of Existing Annual Caps of Each of the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Continuing Connected Transaction Under the Amended | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Comprehensive Agreement as a Result of Changes to Production | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | and Operational Environment of PetroChina Co. Ltd. | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Revision of Existing Annual Caps in Respect of the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Products and Services to be Provided by PetroChina Co. Ltd. and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | its Subsidiaries to China Railway Materials and Suppliers Corp. | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Amend Articles Re: Scope of Business | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,112,000 | | | | | | | | | | | | | | | | | | | | | | | | |
1,112,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,112,000 | | | | 1,112,000 | | | | | | | | | | | | | | | | | | | | |
|
12/07/06 AGM | | Sun Hung Kai Properties Ltd. | | Y82594121 | | | | | | | | | | 11/29/06 | | 18,000 | | 18,000 | | Voted | | | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a1 | Reelect Sze-yuen Chung as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a2 | Reelect Po-shing Woo as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a3 | Reelect Kwan Cheuk-yin, William as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a4 | Reelect Lo Chiu-chun, Clement as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a5 | Reelect Kwok Ping-kwong, Thomas as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Remuneration of HK$100,000 to Each Director, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | HK$110,000 to Each Vice-Chairman and HK$120,000 to the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3b | Chairman for the Year Ending June 30, 2007 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Reappoint Auditors and Authorize Board to Fix Their Remuneration Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
As the share issuance amount is subject to abuse by Hong Kong companies, in the absence of language restricting both discounts and the | | | | | | | | | | | | | | | | | | | | | | | | | | |
number of times the authority may be refreshed, a vote against is recommended. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 18,000 | | | | | | | | | | | | | | | | | | | | | | | | |
| | 18,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 18,000 | | | | 18,000 | | | | | | | | | | | | | | | | | | | | |
|
12/18/06 EGM | | HOLTEK SEMICONDUCTOR INC | | Y3272F104 | | | | | | With | | | | 11/18/06 | | 337,000 | | 337,000 | | Voted | | | | | | | | | | |
| | 1 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this item, the board is proposing to amend certain articles of the company’s Articles of Incorporation: | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 337,000 | | | | | | | | | | | | | | | | | | | | | | |
| | 337,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 337,000 | | | | 337,000 | | | | | | | | | | | | | | | | | | |
|
12/22/06 EGM | | PEACE MARK (HOLDINGS) LIMITED | | G6957A167 | | | | | | With | | | | N/A | | 1,190,000 | | 1,190,000 | | Voted | | | | | | | | |
| | | Approve Grant of Options to Chau Cham Wong, Patrick to | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Subscribe for an Aggregate of 19.8 Million Shares at HK$5.37 Per | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Share Under the Company's Share Option Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Grant of Options to Leung Yung to Subscribe for an | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Aggregate of 19.8 Million Shares at HK$5.37 Per Share Under the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Company's Share Option Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,190,000 | | | | | | | | | | | | | | | | | | | | | | |
1,190,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,190,000 | | | | 1,190,000 | | | | | | | | | | | | | | | | | | |
|
12/29/06 EGM | | CHINA LIFE INSURANCE CO LTD | | Y1477R204 | | | | | | | | | | 11/29/06 | | 686,000 | | 686,000 | | Voted | | | | | | | | |
| | 1 | Approve Employee Share Incentive Plan | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We note, however, that the company would be allocating up to 10 percent of its net profits for the incentive fund and an equivalent of 10 percent | | | | | | | | | | | | | | | | | | | | | | |
of the company's issued capital for share awards without providing clear performance targets and vesting periods on which to base share | | | | | | | | | | | | | | | | | | | | | | |
awards. Given the cost to the company of funding the incentive awards and in the absence of performance targets and vesting periods, we | | | | | | | | | | | | | | | | | | | | | | | | |
recommend shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Elect Ngai Wai Fung as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 686,000 | | | | | | | | | | | | | | | | | | | | | | |
686,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 686,000 | | | | 686,000 | | | | | | | | | | | | | | | | | | |
|
01/10/07 EGM | | Qualipak International Holdings Ltd | | G7311M145 | | | | | | | | | | N/A | | 13,205,000 | | 13,205,000 | | Voted | | | | | | | | |
| | | Change Company Name to C C Land Hldgs. Ltd. and Adopt New | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Chinese Name | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
This item seeks shareholder approval to change the company’s name from Qualipak International Hldgs. Ltd. to C C Land Hldgs. Ltd. | | | | | | | | | | | | | | | | | | | | | | |
and to adopt the new Chinese name of the company. The proposed change is believed to more appropriately reflect the change in the | | | | | | | | | | | | | | | | | | | | | | | | |
company’s principal activities which now includes property development and investment in the People’s Republic of China. ISS | | | | | | | | | | | | | | | | | | | | | | |
recommends supporting this proposal because it is not expected to have any demonstrable impact on the company’s shareholders. | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Consolidation of Every Ten Shares of HK$0.01 Each into | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | One Share of HK$0.10 Each | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to approve the consolidation of every ten issued and unissued shares of HK$0.01 ($0.001) each into one consolidated share of | | | | | | | | | | | | | | | | | | | | | | |
HK$0.10 ($0.01) each (Share Consolidation) in the share capital of the company. As at Dec. 12, 2006, the company’s authorized share | | | | | | | | | | | | | | | | | | | | | | |
capital consisted of 50 billion shares, of which 18.1 billion have been issued. Upon completion of the Share Consolidation, the company's | | | | | | | | | | | | | | | | | | | | | | |
authorized share capital would consist 5 billion shares, of which 1.8 billion would be in issue. Aside from increasing the nominal value of the | | | | | | | | | | | | | | | | | | | | | | | | |
shares and reducing the total number of shares in issue, the board believes that the Share Consolidation would reduce the transaction and | | | | | | | | | | | | | | | | | | | | | | | | |
handling costs of the company. A vote supporting this proposal is recommended. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve New Mandate for the Issuance of Equity or Equity-Linked | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Securities without Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
This item seeks to refresh the company’s mandate to issue shares without preemptive rights by revoking the mandate given at the | | | | | | | | | | | | | | | | | | | | | | | | |
company’s annual general meeting on May 29, 2006. As the share issuance authority is subject to abuse by Hong Kong companies, in | | | | | | | | | | | | | | | | | | | | | | |
the absence of language restricting both discounts and the number of times the authority may be refreshed, a vote against is recommended. | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Refreshment for the Issuance of Shares Pursuant to | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Share Option Scheme | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The share option scheme under whose terms this request is made allows for an excessive level of dilution at 10 percent and provides for a total | | | | | | | | | | | | | | |
dilution with all existing or later proposed plans at a higher rate of 30 percent. Given the potential dilution to shareholders, we recommend a vote | | | | | | | | | | | | | | |
opposing this request. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 13,205,000 | | | | | | | | | | | | | | | | | | | | | | |
13,205,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 13,205,000 | | | | 13,205,000 | | | | | | | | | | | | | | | | | | |
|
01/22/07 EGM | | China Petroleum & Chemical Corp. | | Y15010104 | | | | | | | | | | 12/22/06 | | 1,230,000 | | 1,230,000 | | Voted | | | | | | | | |
| | | Special Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Preemptive Rights | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Up to $1.5 Billion Convertible Bonds within 12 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Months from the Date of Approval | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Board to Deal with All Matters in Connection with the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Issuance of Convertible Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Up to RMB 10 Billion Domestic Corporate | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Bonds within 12 Months from the Date of Approval | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Board to Deal with All Matters in Connection with the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Issuance of Domestic Corporate Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,230,000 | | | | | | | | | | | | | | | | | | | | | | |
1,230,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,230,000 | | | | 1,230,000 | | | | | | | | | | | | | | | | | | |
|
01/26/07 EGM | | China Grand Forestry Resources Grp Ltd. (formerly GOOD FELLO | | G210A0106 | | | | | | With | | | | N/A | | 5,728,000 | | 5,728,000 | | Voted | | | | | | | | |
| | | Appoint Horwath Hong Kong CPA Ltd as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to appoint Horwath Hong Kong CPA Ltd. as the company’s auditors in place of Johnny Chan & Co. Ltd. (JCC), who | | | | | | | | | | | | | | | | | | | | | | |
resigned as auditors of the company as JCC ceased its business. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 5,728,000 | | | | | | | | | | | | | | | | | | | | | | |
5,728,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 5,728,000 | | | | 5,728,000 | | | | | | | | | | | | | | | | | | |
|
02/09/07 EGM | | Citic Int'l Financial Hldgs (formerly CITIC Ka Wah) | | Y1636Y108 | | | | | | With | | | | N/A | | 1,089,920 | | 1,089,920 | | Voted | | | | | | | | |
| | | Approve Increase in Authorized Share Capital from HK$6.0 Billion | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | to HK$8.0 Billion through the Creation of Additional 2.0 Billion | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Shares of HK$1.0 Each | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Subscription by Banco Bilbao Vizcaya Argentaria S.A. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | (BBVA) of 668.6 Million Shares in the Company (Subscription | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Agreement) and the Exercise of Anti-Dilution Rights by BBVA | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Pursuant to the Subscription Agreement | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Subscription of Shares in China CITIC Bank (CNCB) Such | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | that the Equity Interest Held by the Company in CNCB, or Its | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Successor, Would Be No Less than 15 Percent; and Approve | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Memorandum of Understanding Among Citic Group, the Company | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | and CNCB | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,089,920 | | | | | | | | | | | | | | | | | | | | | | |
1,089,920 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,089,920 | | | | 1,089,920 | | | | | | | | | | | | | | | | | | |
|
02/28/07 EGM | | China National Building Material Co Ltd | | Y15045100 | | | | | | | | | | 02/28/07 | | 1,414,000 | | 1,414,000 | | Voted | | | | | | | | |
| | | Special Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 1 | Authorize Issuance of Domestic Corporate Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks shareholder approval for the proposed issuance by the company of domestic corporate bonds with an aggregate principal | | | | | | | | | | | | | | | | | | | | | | | | |
amount of RMB 1.0 billion ($123.9 million) to be issued only once. The bonds would have a term of not more than 15 years and is intended to be | | | | | | | | | | | | | | | | | | | | | | |
issued to People’s Republic of China (PRC) citizens holding valid and legal proof of their identity, PRC legal persons and unincorporated | | | | | | | | | | | | | | | | | | | | | | |
bodies, except for those who are prohibited by PRC laws or regulations to subscribe. The coupon rate for the bonds: (a) should not exceed 90 | | | | | | | | | | | | | | | | | | | | | | |
percent of the benchmark interest rate of domestic loans published by the People's Bank of China for the same period as the issuance of | | | | | | | | | | | | | | | | | | | | | | |
bonds (Bond Issue); (b) would be determined based on the bond market conditions in the PRC at the time of the Bond Issue; and (c) would be | | | | | | | | | | | | | | | | | | | | | | |
subject to the final approval of relevant regulatory authorities in the PRC. The bonds would have a fixed rate with interest to be payable on an | | | | | | | | | | | | | | | | | | | | | | |
annual basis and the principal amount would be repaid with the last installment of interest. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Authorize Board to Deal with All Matters in Connection with the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Issuance of Domestic Corporate Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to grant board authority to deal with all matters in connection with the issuance of domestic corporate bonds. Given ISS’ | | | | | | | | | | | | | | | | | | | | | |
support for the proposed issuance of domestic corporate bonds, a vote in favor of this resolution is recommended. | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,414,000 | | | | | | | | | | | | | | | | | | | | | |
1,414,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,414,000 | | | | 1,414,000 | | | | | | | | | | | | | | | | | |
|
| | ZTE Corporation (formerly SHENZHEN ZHONGXING TELECOM CO | | | | | | | | | | | | | | | | | | | | | | | | | |
03/13/07 EGM | | LTD) | | | Y0004F105 | | | | | | With | | | | 11/27/06 | | 226,000 | | 226,000 | | Submitted | | | | | | | |
| | | Approve Connected Transaction Framework Agreement for 2007 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | and Annual Caps | | | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | | Approve Renewal of Continuing Connected Transactions for 2007 | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | to 2009 and Annual Caps | | | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | 3 | Approve Adoption of the Phase I of the Share Incentive Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | | Approve Grant and Issue of 10,000 Subject Shares to Each of Xie | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Weiliang and Dong Lianbo, Respectively, Pursuant to the Phase I | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4a | of the Share Incentive Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | | Approve Grant and Issue of 10,000 Subject Shares to Zhang | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4b | Junchao Pursuant to the Phase I of the Share Incentive Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | | Approve Grant and Issue of Subject Shares to Directors and Senior | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Management Other than Xie Weiliang, Dong Lianbo, and Zhang | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4c | Junchao Pursuant to the Phase I of the Share Incentive Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | | Authorize Board to Deal with Certain Matters Regarding the Phase | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | I of the Share Incentive Scheme | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 226,000 | | | | | | | | | | | | | | | | | | | | | |
226,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 226,000 | | | | 226,000 | | | | | | | | | | | | | | | | | |
|
03/14/07 EGM | | WIN HANVERKY HOLDINGS LTD | | G9716W108 | | | | | | With | | | | N/A | | 2,262,000 | | 2,262,000 | | Voted | | | | | | | |
| | | Approve Subscription Agreement among Frankton International | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Ltd., TSG BVI Ltd., and Win Sports Ltd. in Relation to the | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Subscription of Additional Shares By Each of Frankton International | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Ltd. and TSG BVI Ltd. in Win Sports Ltd. | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks approval for the subscription agreements between Frankton Int’l Ltd. (Frankton), a wholly-owned subsidiary of the | | | | | | | | | | | | | | | | | | | | | | | |
company; TSG (BVI) Ltd. (TSG BVI); and Win Sports Ltd. (Win Sports), a company owned as to 50 percent each by Frankton and TSG BVI, | | | | | | | | | | | | | | | | | | | | | |
respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 2,262,000 | | | | | | | | | | | | | | | | | | | | | |
2,262,000 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 2,262,000 | | | | 2,262,000 | | | | | | | | | | | | | | | | | |
|
04/10/07 EGM | | Shanghai Zhenhua Port Machinery Group | | Y7699F100 | | | | | | | | | | 03/29/07 | | 374,900 | | 374,900 | | Voted | | | | | | | |
| | | Meeting for B Shareholders | | | | | | | | | | | | | | | | | | | | 0 | | 0 | 0 | | 0 |
| | 1 | Approve Qualification for the Public Offer of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Items 1 to 4 seek shareholder approval for the issuance of ordinary A shares to qualified institutional and public investors in China (A Share | | | | | | | | | | | | | | | | | | | | | | | |
Issue); the terms and conditions relating to the A Share Issue such as number of shares to be issued, target subscribers, issue price, and | | | | | | | | | | | | | | | | | | | | | | | |
procedure of listing; the intended use of proceeds raised from this issuance; the distribution of accumulated undistributed profits to all | | | | | | | | | | | | | | | | | | | | | | | |
shareholders; and the authorization given to the board to handle the A Share Issue. | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Approve Public Offer of Ordinary A Shares (A Share Issue) | | | | | | | | | | | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This is a non-voting item. | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2.1 | Approve Issue Type of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2.2 | Approve Face Value of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 2.3 | Approve Issuance of Not More Than 200 Million Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2.4 | Approve Target Subscribers of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| 2.5 | Approve Issuing Method of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| 2.6 | Approve Issue Price and Pricing Method of Ordinary A Shares | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| | Approve Listing of the Ordinary A Shares in the Shanghai Stock | | | | | | | | | | | | | | | | | | |
| 2.7 | Exchange | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| 2.8 | Approve Use of Proceeds from the A Share Issue | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| | Approve Effectivity of A Share Issue for a Period of 12 Months from | | | | | | | | | | | | | | | | | | |
| 2.9 | the Date of Approval | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| | Approve Allocation of Income Gained Prior to the A Share Issue to | | | | | | | | | | | | | | | | | | |
| | All Shareholders Based on Their Shareholdings After the A Share | | | | | | | | | | | | | | | | | | |
| 2.1 | Issue | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| | Authorize Board to Determine All Matters in Relation to the A Share | | | | | | | | | | | | | | | | | | |
| 3 | Issue | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| | Approve Feasibility Report on the Use of Proceeds from the A | | | | | | | | | | | | | | | | | | |
| 4 | Share Issue | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Refer to Item 1. | | | | | | | | | | | | | | | | | | | |
| 5 | Approve Use of Proceeds from Previous Share Placement | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
|
The proposal seeks to acknowledge the use of proceeds from the previous share placement undertaken by SZP. The company usually provides a | | | | | | | | | | | | | | | | |
detailed explanation of where the proceeds were allocated and how much of the proceeds have been used up as of the latest financial year. | | | | | | | | | | | | | | | | |
| | Approve Guidelines on the Usage and Management of Raised | | | | | | | | | | | | | | | | | | |
| 6 | Proceeds | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Approval of this proposal will allow the board to formulate a set of rules regarding the usage and management of raised proceeds. Such rules will | | | | | | | | | | | | | | | | |
be patterned after the Company Law of the People’s Republic of China, the Securities and Exchange Law of China, and the Stock | | | | | | | | | | | | | | | | |
Listing Rules, and in accordance with the company’s business needs. This will provide the company with proper guidelines for utilizing | | | | | | | | | | | | | | | | |
the funds and prevent improper allocation or abuse the usage of funds. ISS has no objections to this resolution. | | | | | | | | | | | | | | | | | | |
| 7 | Elect Directors Other Than Independent Directors | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 8 | Elect Independent Directors and Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 9 | Elect Supervisors | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 10 | Amend Incentive Plan for Outstanding Staff and Senior Executives Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
This resolution seeks to revise the incentive plan created for SZP’s outstanding staff and senior executives. Approved by shareholders in | | | | | | | | | | | | | | | | |
SZP’s 2006 AGM held on May 15, 2006, the plan allows SZP to allocate a portion of its net income as bonuses to qualified participants, | | | | | | | | | | | | | | | | |
subject to certain performance hurdles. Changes to the plan include the following: | | | | | | | | | | | | | | | | | | |
| 11 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise Article 110 of SZP’s Articles of Association regarding transaction limit for external investments, acquisition | | | | | | | | | | | | | | | | |
or disposal of assets, pledging of assets, external guarantees, and related party transactions. The amendment includes limiting the amount of | | | | | | | | | | | | | | | | |
single or accumulated related party transaction(s) for the past 12 months to not more than 5 percent of SZP’s latest net worth. Currently, | | | | | | | | | | | | | | | | |
amount of related party transactions must be within 0.5-5 percent of SZP’s latest net worth or within RMB 3-30 million ($383,730-$3.84 | | | | | | | | | | | | | | | | |
million). Aside from this, new clauses will be added specifying that total acquisitions or disposals for the past 12 months must not exceed 50 | | | | | | | | | | | | | | | | |
percent of SZP’s latest net worth. The same rule applies for assets pledged by the company. Any transaction exceeding the amount | | | | | | | | | | | | | | | | |
specified above must be subject to approval of the shareholders. | | | | | | | | | | | | | | | | | | |
| 12 | Amend Rules and Procedures Regarding Shareholder Meeting | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
Items 12 to 14 seek to allow SZP to amend its rules and procedures regarding shareholder, board and supervisory committee meetings to comply | | | | | | | | | | | | | | | | |
with the latest changes in the regulations of the China Securities and Regulatory Commission and the listing rules of the Shanghai Stock | | | | | | | | | | | | | | | | |
Exchange. These revisions require companies to provide more detailed information regarding existing clauses and conform with the latest rules | | | | | | | | | | | | | | | | |
specified by the regulatory authorities. Considering that the proposal will enable the company to comply with prevailing corporate laws and result | | | | | | | | | | | | | | | | |
in better transparency when conducting shareholder, board and supervisory committee meetings, ISS recommends a vote in favor of these | | | | | | | | | | | | | | | | |
resolutions. | | | | | | | | | | | | | | | | | | | |
| | 13 | Amend Rules and Procedures Regarding Board Meeting | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 12. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amend Rules and Procedures Regarding Supervisory Committee | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 14 | Meeting | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 12. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 15 | Approve Related Party Transaction | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The company seeks shareholder approval of a mandate for the company, its subsidiaries, and target associated companies to enter into related | | | | | | | | | | | | | | | | | | | | | | | | |
party transactions in 2007 for recurrent transactions of a revenue or trading nature or those necessary for its day-to-day operations. This includes | | | | | | | | | | | | | | | | | | | | | | | | |
the provision of supplies and materials, which may be carried out with the listed company's interested parties, but not for the purchase or | | | | | | | | | | | | | | | | | | | | | | | | |
sale of assets, undertakings, or businesses. Such mandates are intended to facilitate transactions that occur from time to time in the normal | | | | | | | | | | | | | | | | | | | | | | | | | | |
course of the company's business. Total amount of related party transactions for 2007 will be not more than RMB 2.5 billion ($319.77 | | | | | | | | | | | | | | | | | | | | | | | | | | |
million). | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 374,900 | | | | | | | | | | | | | | | | | | | | | | | | |
| | 374,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 374,900 | | | | 374,900 | | | | | | | | | | | | | | | | | | | | |
|
04/12/07 AGM | | Bank Of East Asia, Limited | | Y06942109 | | | | | | | | | | | | 10/4/2007 | | 206,600 | | 206,600 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend of HK$1.03 Per Share (With Scrip Option) | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a | Reelect Stephen Charles Li Kwok-sze as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Reelect Allan Wong Chi-yun as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3c | Reelect Aubrey Li Kwok-sing as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3d | Reelect Winston Lo Yau-lai as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3e | Reelect Khoo Kay-peng as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3f | Reelect David Li Kwok-po as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reaapoint KPMG as Auditors and Authorize Board to Fix Their | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Approve and Adopt Staff Share Option Scheme 2007 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Amend Articles Re: Claims in Respect of Shares, Postponement of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | General Meeting, Sending Instruments of Proxy, Allowing Proxy to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Demand Poll and Vote and Signing of Minutes | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 8 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 9 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, it is recommended that | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 206,600 | | | | | | | | | | | | | | | | | | | | | | | | |
206,600 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 206,600 | | | | 206,600 | | | | | | | | | | | | | | | | | | | | |
|
04/24/07 AGM | | China LotSynergy Holdings Ltd (frmerly. Worldmetal Hold.) | | G2155D129 | | | | | | | | | | N/A | | | | 3,129,956 | | 3,129,956 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2a | Relect Hoong Cheong Thard as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2b | Relect Wang Taoguang as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2c | Relect Ng Man Fai, Matthew as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2d | Relect Chan Ming Fai as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2e | Relect Li Xiaojun as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint HLB Hodgson Impey Cheng as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Fix Maximum Number of Directors at 12 and Authorize Board to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Appoint Additional Directors Up to Such Maximum Number | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to approve a proposal to set the maximum board size at 12. The company’s board currently has nine directors | | | | | | | | | | | | | | | | | | | | | | | | | | |
composed of six executive directors and three independent non-executive directors. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 6 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This authority is limited to 10 percent of the outstanding share capital of the company on the date the resolution is passed and operates under | | | | | | | | | | | | | | | | | | | | | | |
strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate | | | | | | | | | | | | | | | | | | | | | | |
funds and can add to long-term shareholder returns. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 7 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks shareholder approval for the granting of a new mandate to issue shares, representing up to 20 percent of current issued capital, | | | | | | | | | | | | | | | | | | | | | | |
without preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 8 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This mandate effectively increases the number of shares that may be issued without preemptive rights to 30 percent from the original limit of 20 | | | | | | | | | | | | | | | | | | | | | | |
percent under the general mandate to issue shares sought by most Hong Kong companies. Given that the general mandate to issue shares is | | | | | | | | | | | | | | | | | | | | | | |
subject to abuse by companies that issue shares at discounts to the market price, such extension of the general share issuance mandate may | | | | | | | | | | | | | | | | | | | | | | |
increase the scope of non-preemmptive placements, putting minority shareholders at a disadvantage as repurchased shares may also be | | | | | | | | | | | | | | | | | | | | | | | | |
reissued at a discount to the market price. In view of this, shareholders are advised to vote against this item unless a minimal discount of 5 | | | | | | | | | | | | | | | | | | | | | | | | |
percent or less is specified for share issuances under a general mandate. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Amend Bylaws Re: Voting by Poll and Appointment and Removal | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 9 | of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to amend the company's bylaws in order to align them with amendments made to the Listing Rules. The amended bylaws | | | | | | | | | | | | | | | | | | | | | | |
provide that voting at meetings should be done on a show of hands unless voting by poll is required and that a poll may be demanded by the | | | | | | | | | | | | | | | | | | | | | | |
chairman of the meeting, by at least three shareholders present in person, and the director or directors who hold proxies representing 5 percent | | | | | | | | | | | | | | | | | | | | | | |
or more of the total voting rights at the meeting. The amendments also provide that directors may appoint any person at any time to fill a casual | | | | | | | | | | | | | | | | | | | | | | |
vacancy or as an addition to the board so long as the number of directors does not exceed the maximum number determined in a general | | | | | | | | | | | | | | | | | | | | | | | | |
meeting. Moreover, any director appointed to fill a casual vacancy should hold office only until the next general meeting of the company, while a | | | | | | | | | | | | | | | | | | | | | | |
director appointed as an addition to the board should hold office until, and be subject to reelection at, the next annual general meeting of the | | | | | | | | | | | | | | | | | | | | | | |
company. The proposed amendments also allow directors to be removed before the expiration of their terms of office by an ordinary resolution at | | | | | | | | | | | | | | | | | | | | | | |
a general meeting and require every director, including those appointed for a specific term, to retire by rotation. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Approve Reduction of Share Premium Account from HK$1.35 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Billion to HK$1.26 Billion and Application of Credit Arising from | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Such Reduction to Offset Against Accumulated Losses of the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10 | Company | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item concerns a proposed reduction in the company’s share premium account by approximately HK$87.3 million ($11.2 million) to | | | | | | | | | | | | | | | | | | | | | | |
offset accumulated losses of the company of approximately HK$87.3 million ($11.2 million) as at Dec. 31, 2006. This move would enable the | | | | | | | | | | | | | | | | | | | | | | |
company to eliminate accumulated losses as well as facilitate possible dividend declarations from earnings in the future. In view of the benefits of | | | | | | | | | | | | | | | | | | | | | | |
this proposal, a vote supporting this request is recommended. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Approve Issuance of Shares and Grant of Options Pursuant to the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 11 | Share Option Scheme | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The share option scheme under whose terms this request is made allows for an excessive level of dilution at 10 percent and provides for a total | | | | | | | | | | | | | | | | | | | | | | |
dilution with all existing or latter proposed plans at an even higher rate of 30 percent. Given the potential dilution to shareholders and the absence | | | | | | | | | | | | | | | | | | | | | | |
of performance targets and vesting periods, we recommend a vore opposing this request. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 3,129,956 | | | | | | | | | | | | | | | | | | | | | | |
3,129,956 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 3,129,956 | | | | 3,129,956 | | | | | | | | | | | | | | | | | | |
|
04/26/07 AGM | CHINA INFRASTRUCTURE MACHINERY HOLDINGS LTD | | G2111M106 | | | | | | | | | | N/A | | 776,000 | | 776,000 | | Voted | | | | | | | | |
| 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2 | Approve Final Dividend of HK$0.22 Per Share | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3a | Reelect Lee San Yim as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3b | Reelect Qiu Debo as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3c | Reelect Luo Jianru as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3d | Reelect Mou Yan Qun as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3e | Reelect Chen Chao as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3f | Reelect Lin Zhong Ming as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3g | Reelect Zhang Hong as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3h | Reelect Ngai Ngan Ying as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3i | Reelect Fang Deqin as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3j | Reelect Yang Hongqi as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3k | Reelect Qian Shizheng as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3l | Reelect Lo Peter as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3m | Authorize Board to Fix Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Deloitte Touche Tohmatsu as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 4 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 5 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to refresh the company's mandate to issue shares, representing up to 20 percent of current issued capital, without | | | | | | | | | | | | | | | | | | | | | | | | |
preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| 6 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This authority is limited to 10 percent of the outstanding share capital of the company on the date of the resolution is passed and operates under | | | | | | | | | | | | | | | | | | | | | | |
strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate | | | | | | | | | | | | | | | | | | | | | | |
funds and can add to long-term shareholder returns. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 7 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This mandate effectively increases the number of shares that may be issued without preemptive rights to 30 percent of issued capital from the | | | | | | | | | | | | | | | | | | | | | | |
original limit of 20 percent under the general mandate to issue shares sought by most Hong Kong companies. Given that the general mandate to | | | | | | | | | | | | | | | | | | | | | | |
issue shares is subject to abuse by companies that issue shares at discounts to the market price, such extension of the general share issuance | | | | | | | | | | | | | | | | | | | | | | |
mandate may increase the scope of non-preemptive placements, putting minority shareholders at a disadvantage as repurchased shares may | | | | | | | | | | | | | | | | | | | | | | |
also be reissued at a discount to the market price. In view of this, shareholders are recommended to oppose this item unless a minimal discount | | | | | | | | | | | | | | | | | | | | | | |
of 5 percent or less is specified for share issuances under a general mandate. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 776,000 | | | | | | | | | | | | | | | | | | | | | | |
776,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 776,000 | | | | 776,000 | | | | | | | | | | | | | | | | | | |
|
04/26/07 AGM | HONGGUO INTERNATIONAL HOLDINGS LTD | | G45840108 | | | | | | | | | | N/A | | 1,554,000 | | 1,554,000 | | Voted | | | | | | | | |
|
| 1 | Adopt Financial Statements and Directors' and Auditors' Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2 | Declare First and Final Dividend of $0.0073 Per Share | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3 | Reelect Chen Yixi as Director | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Chen Yixi is an executive director who serves on the board's Nominating Committee. We prefer that all key board committees comprise | | | | | | | | | | | | | | | | | | | | | | |
only independent directors. We believe that executives -- particularly on such key board committees as the audit, remuneration and nominating | | | | | | | | | | | | | | | | | | | | | | |
committees -- threaten to undermine the purpose of these committees in providing independent oversight and preventing conflicts of interest. | | | | | | | | | | | | | | | | | | | | | | |
| 4 | Reelect Chen Seow Phun John as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Directors' Fees of SGD 170,000 for the Year Ended Dec. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 5 | 31, 2006 (2005: SGD 120,000) | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Reappoint Deloitte & Touche as Auditors and Authorize Board to | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 6 | Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 7 | Approve Issuance of Shares without Preemptive Rights | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 1,554,000 | | | | | | | | | | | | | | | | | | | | | | |
1,554,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 1,554,000 | | | | 1,554,000 | | | | | | | | | | | | | | | | | | |
|
04/26/07 AGM | SINO-ENVIRONMENT TECHNOLOGY GROUP LTD | | Y7999R101 | | | | | | With | | | | N/A | | 324,000 | | 324,000 | | Voted | | | | | | | | |
|
| 1 | Adopt Financial Statements and Directors' and Auditors' Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2 | Reelect Sun Jiangrong as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3 | Reelect Goh Chee Wee as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 4 | Reelect Pan Jinquan as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Directors' Fees of SGD 206,000 for the Year Ended Dec. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 5 | 31, 2006 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Appoint PricewaterhouseCoopers as Auditors and Authorize Board | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 6 | to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 7 | Approve Issuance of Shares without Preemptive Rights | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 324,000 | | | | | | | | | | | | | | | | | | | | | | |
324,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 324,000 | | | | 324,000 | | | | | | | | | | | | | | | | | | |
|
|
04/30/07 AGM | CENTURY SUNSHINE ECOLOGICAL TECHNOLOGY HOLDINGS LTD | | G2091K120 | | | | | | | | | | 04/25/07 | | 5,465,000 | | 5,465,000 | | Voted | | | | | | | | |
| 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2 | Approve Final Dividend of HK$0.01 Per Share | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3a1 | Reelect Chi Wen Fu as an Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3a2 | Reelect Shum Sai Chit as an Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a3 | Reelect Zhou Xing Dun as an Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a4 | Reelect Shen Yi Min as an Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | 4 | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks approval for the reappointment of PricewaterhouseCoopers as the company's auditors for the year. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5a | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
This item seeks to refresh the company's mandate to issue shares, up to 20 percent of current issued capital, without preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5b | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This authority is limited to 10 percent of the outstanding share capital of the company on the date of resolution is passed and operates under strict | | | | | | | | | | | | | | | | | | | | | | | | |
regulatory guidelines of SEHK. We believe that when timed corrrectly, corporate stock repurchases are a legitimate use of corporate funds and | | | | | | | | | | | | | | | | | | | | | | | | |
can add to long-term shareholder returns. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5c | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This mandate effectively increases the number of shares that may be issued without preemptive rights to 30 percent of issued capital from the | | | | | | | | | | | | | | | | | | | | | | | | |
original limit of 20 percent under the general mandate to issue shares sought by most Hong Kong companies. Given that the general mandate to | | | | | | | | | | | | | | | | | | | | | | | | |
issue shares is subject to abuse by companies that issue shares at discounts to the market price, such extension of the general share issuance | | | | | | | | | | | | | | | | | | | | | | | | |
mandate may increase the scope of non-preemptive placements, putting minority shareholders at a disadvantage as repurchased shares may | | | | | | | | | | | | | | | | | | | | | | | | |
also be reissued at a discount to the market price. In view of this, shareholders are recommended to oppose this item unless a minimal discount | | | | | | | | | | | | | | | | | | | | | | | | |
of 5 percent or less is specified for share issuances under a general mandate. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5d | Approve Issuance of Shares Pursuant to Share Option Scheme | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The share option scheme under whose terms this request is made allows for an excessive level of dilution at 10 percent without providing | | | | | | | | | | | | | | | | | | | | | | | | | | |
performance conditions and vesting periods and provides for a total dilution with all existing or later proposed plans at an even higher rate of 30 | | | | | | | | | | | | | | | | | | | | | | | | |
percent. Given the high level of dilution of the proposed plan, we recommend a vote opposing this request. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 5,465,000 | | | | | | | | | | | | | | | | | | | | | | | | |
5,465,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 5,465,000 | | | | 5,465,000 | | | | | | | | | | | | | | | | | | | | |
|
05/07/07 EGM | | China Grand Forestry Resources Grp Ltd. (formerly GOOD FELLO | | G210A0106 | | | | | | | | | | N/A | | | | 3,662,000 | | 3,662,000 | | Voted | | | | | | | | |
| | | Approve Increase in Authorized Share Capital from HK$650 to | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | HK$2 Billion by the Creation of Additional 13.5 Billion Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item proposes to increase the authorized share capital of the company from HK$650.0 million ($83.7 million) to HK$2.0 billion ($257.5 | | | | | | | | | | | | | | | | | | | | | | | | | | |
million) by the creation of an additional 13.5 billion new shares of HK$0.1 ($0.01) each. The company’s issued share capital as at April | | | | | | | | | | | | | | | | | | | | | | | | |
18, 2007 consisted of approximately 5.1 billion shares, or approximately 77.9 percent of the company’s authorization. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 3,662,000 | | | | | | | | | | | | | | | | | | | | | | | | |
3,662,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 3,662,000 | | | | 3,662,000 | | | | | | | | | | | | | | | | | | | | |
|
05/08/07 AGM | | MINTH GROUP LTD | | G6145U109 | | | | | | | | | | | | 2/5/2007 | | 754,000 | | 754,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a first and final dividend of HK$0.097 ($0.01) per share, an amount that has increased from HK$0.033 ($0.004) per share | | | | | | | | | | | | | | | | | | | | | | | | |
the year before. This gives the company a payout ratio of 28.6 percent, up from 10 percent th previous year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reelect Zhao Feng as Director and Authorize Board to Fix His | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3a | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reelect Heng Kwoo Seng as Director and Authorize Board to Fix | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3b | His Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reelect Wang Ching as Director and Authorize Board to Fix His | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3c | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reelect Zhang Liren as Director Authorize Board to Fix His | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3d | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | 4 | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to reappoint Deloitte Touche Tohmatsu as the company's auditors for the coming year. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to refresh the company's mandate to issue shares, representing up to 20 percent of current issued capital, without | | | | | | | | | | | | | | | | | | | | | | | | |
preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| 6 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This authority is limited to 10 percent of the outstanding share capital of the company on the date the resolution is passed and operates under | | | | | | | | | | | | | | | | | | | | | | |
strict regulatory guidelines of the SEHK. We believe that when timed correctly, corporate stock repurchases are a legitimate use of corporate | | | | | | | | | | | | | | | | | | | | | | |
funds and can add to long-term shareholder returns. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 7 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This mandate effectively increases the number of shares that may be issued without preemptive rights to 30 percent of issued capital from the | | | | | | | | | | | | | | | | | | | | | | |
original limit of 20 percent under the general mandate to issue shares sought by most Hong Kong companies. Given that the general mandate to | | | | | | | | | | | | | | | | | | | | | | |
issue shares is subject to abuse by companies that issue shares at discounts to the market price, such extension of the general share issuance | | | | | | | | | | | | | | | | | | | | | | |
mandate may increase the scope of non-preemptive placements, putting minority shareholders at a disadvantage as repurchased shares may | | | | | | | | | | | | | | | | | | | | | | |
also be reissued at a discount to the market price. In view of this, shareholders are recommended to oppose this item unless a minimal discount | | | | | | | | | | | | | | | | | | | | | | |
of 5 percent or less is specified for share issuances under a general mandate. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 8 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to amend the company's articles of association to require new directors appointed to fill a casual vacancy or as an addition | | | | | | | | | | | | | | | | | | | | | | |
to the board to retire and be eligible for reelection at the first general meeting of the company after their appointment or the next following annual | | | | | | | | | | | | | | | | | | | | | | |
general meeting of the company after their appointment, respectively. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 754,000 | | | | | | | | | | | | | | | | | | | | | | |
754,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 754,000 | | | | 754,000 | | | | | | | | | | | | | | | | | | |
|
05/09/07 AGM | SHANDONG WEIGAO GROUP MEDICAL POLYMER CO LTD | | Y76810103 | | | | | | | | | | 4/4/2007 | | 608,000 | | 608,000 | | Voted | | | | | | | | |
| 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2 | Approve Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3 | Approve Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Profit Distribution Plan, Final Distribution Plan and Final | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 4 | Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board recommends the payment of a final dividend of RMB 0.033 ($0.004) per share. Together with the interim dividend of RMB0.02 | | | | | | | | | | | | | | | | | | | | | | | | |
($0.003), the company has a payout ratio of 29.4 percent. We use a minimum 30 percent and a maximum 100 percent ratio as triggers for further | | | | | | | | | | | | | | | | | | | | | | |
analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Reappoint Deloitte Touche Tohmatsu as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 5 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6a | Reelect Chen Xue Li as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6b | Reelect Zhou Shu Hua as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6c | Reelect Zhang Hua Wei as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6d | Reelect Wang Yi as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6e | Reelect Miao Yan Guo as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6f | Reelect Wang Zhi Fan as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6g | Reelect Wu Chuan Ming as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6h | Reelect Shi Huan as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6i | Reelect Luan Jian Ping as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6j | Reelect Bi Hong Mei as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 6k | Reelect Miao Hai Sheng as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Authorize Board to Fix the Remuneration of Directors and | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 7 | Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 8 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to refresh the company's mandate to issue shares, representing up to 20 percent of current issued capital, without | | | | | | | | | | | | | | | | | | | | | | | | |
preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | WK1U Fred Alger | | | | 608,000 | | | | | | | | | | | | | | | | | | | | | | |
608,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 608,000 | | | | 608,000 | | | | | | | | | | | | | | | | | | |
|
05/16/07 AGM | China Mobile (Hong Kong) Limited | | Y14965100 | | | | | | | | | | 11/5/2007 | | 396,000 | | 396,000 | | Voted | | | | | | | | |
| 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2a | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 2b | Approve Special Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3a | Reelect Wang Jianzhou as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| 3b | Reelect Li Yue as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3c | Reelect Zhang Chenshuang as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3d | Reelect Frank Wong Kwong Shing as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3e | Reelect Paul Michael Donovan as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint KPMG as Auditors and Authorize Board to Fix Their | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 396,000 | | | | | | | | | | | | | | | | | | | | | | |
396,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 396,000 | | | | 396,000 | | | | | | | | | | | | | | | | | | |
|
05/17/07 AGM | | Cheung Kong Holdings | | Y13213106 | | | | | | | | | | 9/5/2007 | | 60,000 | | 60,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Declare Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a | Elect Ip Tak Chuen, Edmond as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Elect Woo Chia Ching, Grace as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3c | Elect Chiu Kwok Hung, Justin as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3d | Elect Chow Kun Chee, Roland as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3e | Elect Yeh Yuan Chang, Anthony as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3f | Elect Chow Nin Mow, Albert as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3g | Elect Wong Yick-ming, Rosanna as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3h | Elect Kwan Chiu Yin, Robert as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Appoint Deloitte Touche Tohmatsu as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5a | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 5b | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5c | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Amend Articles Re: Appointment of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 60,000 | | | | | | | | | | | | | | | | | | | | | | |
60,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 60,000 | | | | 60,000 | | | | | | | | | | | | | | | | | | |
|
05/18/07 AGM | | Shanghai Zhenhua Port Machinery Co. Ltd. | | Y7699F100 | | | | | | | | | | 05/14/07 | | 374,900 | | 374,900 | | Voted | | | | | | | | |
| | | Meeting For B Shareholders | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 1 | Accept Directors' Report | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Supervisors' Report | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Report on the Job Description of Independent Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Accept 2006 Report on the Performance of the President and 2007 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Work Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Accept 2006 Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Approve Allocation of Income and Dividend | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing an annual cash dividend of RMB 1.5 ($0.19) for every 10 shares held, or RMB 0.15 ($0.02) per share. This gives the | | | | | | | | | | | | | | | | | | | | | | |
company a payout ratio of 28.8 percent, slightly up from the 26 percent and 25 percent achieved in 2005 and 2004, respectively. We use a | | | | | | | | | | | | | | | | | | | | | | | | |
minimum of 30 percent and a maximum of 100 percent as benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing to revise the company's Articles of Association regarding its registered capital and shareholding structure. Articles | | | | | | | | | | | | | | | | | | | | | | |
6 and 19 will be amended to increase the company's registered capital to RMB 3.08 billion ($393.96 million), equivalent to 3.08 billion | | | | | | | | | | | | | | | | | | | | | | | | |
ordinary shares, to accommodate the distribution of 2005 stock dividends and bonus issuance of shares. On the other hand, Article 18 will be | | | | | | | | | | | | | | | | | | | | | | |
amended to reflect China Communications Construction Co. Ltd. as the new majority shareholder of the company following completion of the | | | | | | | | | | | | | | | | | | | | | | |
transfer by China Construction Communication Group of a 24.2 percent stake in the latter in October 2006. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Authorize Issuance of Short-Term Financing Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to issue short-term financing bonds with a total value of not more than RMB 2.34 billion ($299.31 million), which is equivalent to | | | | | | | | | | | | | | | | | | | | | | |
39.9 percent of the company's net asset value of RMB 5.87 billion ($750.83 million) as of Dec. 31, 2006. The company's | | | | | | | | | | | | | | | | | | | | | | | | |
management will be authorized to handle all matters related to this issuance. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 9 | Amend Accounting Policy and Estimate | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
The proposal seeks shareholder approval to change the company's existing accounting policies and estimates. This will be patterned after | | | | | | | | | | | | | | | | | | | | | | |
the accounting system of its controlling shareholder, CCC, and the revised Accounting Standards for Business Enterprises (ASBE), which was | | | | | | | | | | | | | | | | | | | | | | |
issued by the Ministry of Finance on Feb. 15, 2006 and came into effect on January this year. The updated ASBE includes the integration of | | | | | | | | | | | | | | | | | | | | | | |
principles from the International Financial Reporting Standards and the modifications of existing standards to encourage more transparent | | | | | | | | | | | | | | | | | | | | | | | | |
financial reporting. In addition, an interpretive guidance has been provided to tackle the accounting system for special transactions and industry | | | | | | | | | | | | | | | | | | | | | | |
accounting issues. It now has one basic standard and 38 specific standards, an increase of 22 specific standards from the original ASBE. | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 10 | Approve Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Status on the Use of Proceeds from Previous Share | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 11 | Placement | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to acknowledge the use of proceeds from the previous share placement undertaken by Shanghai Zhenhua. The company | | | | | | | | | | | | | | | | | | | | | | |
usually provides a detailed explanation of where the proceeds were allocated and how much of the proceeds have been used up as of the latest | | | | | | | | | | | | | | | | | | | | | | |
financial year. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 374,900 | | | | | | | | | | | | | | | | | | | | | | |
374,900 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 374,900 | | | | 374,900 | | | | | | | | | | | | | | | | | | |
|
05/21/07 AGM | | Hong Kong And China Gas Co. Ltd. | | Y33370100 | | | | | | | | | | 9/5/2007 | | 206,000 | | 206,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a | Reelect Colin Lam Ko Yin as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Reelect Lee Ka Kit as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3c | Reelect Lee Ka Shing as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3d | Reelect Alfred Chan Wing Kin as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint PricewaterhouseCoopers as Auditors and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Capitalization of an Amount Standing to the Credit of the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Share Premium Amount and Application of Such Amount for | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Payment in Full of New Shares of HK$0.25 Each on the Basis of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5a | One Bonus Share for Every Ten Existing Shares Held | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | 5b | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5c | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5d | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 206,000 | | | | | | | | | | | | | | | | | | | | | | |
206,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 206,000 | | | | 206,000 | | | | | | | | | | | | | | | | | | |
|
05/22/07 AGM | | Huaneng Power International Inc. | | Y3744A105 | | | | | | | | | | 04/20/07 | | 826,000 | | 826,000 | | Voted | | | | | | | | |
| | 1 | Accept Working Report of the Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Working Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Approve Profit Distribution Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Reappoint Auditors and Authorize Board to Fix Their Remuneration Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Approve Liability Insurance for Directors and Senior Management | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Given the absence of the disclosure of any concrete provisions prohibiting the company to provide such protection in exception to the above | | | | | | | | | | | | | | | | | | | | | | |
conditions, ISS recommends shareholders to vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Issuance of Short-Term Debentures with a Principal | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Amount of Up to RMB 5.0 Billion within the PRC | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
We note, however, that the company did not provide further details regarding the terms and the use of proceeds for the Proposed Short-Term | | | | | | | | | | | | | | | | | | | | | | |
Bond Issue, which is not usual market practice. As such, we are unable to ascertain whether approval of this item would have any negative | | | | | | | | | | | | | | | | | | | | | | | | |
impact on shareholder rights or shareholder value. In view of this, we recommend a vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 826,000 | | | | | | | | | | | | | | | | | | | | | | |
826,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 826,000 | | | | 826,000 | | | | | | | | | | | | | | | | | | |
|
05/22/07 AGM | | China Insurance International Holdings Co. Ltd. | | Y1456Z102 Y1456Z128 | | | | | | | | 05/16/07 | | 1,604,000 | | 1,604,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2a | Reelect Lin Fan as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2b | Reelect Song Shuguang as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2c | Reelect Xie Yiqun as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2d | Reelect Wu Jiesi as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2e | Authorize the Board to Fix the Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint KPMG as Auditors and Authorize Board to Fix Their | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 5 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 802,000 | | | | | | | | | | | | | | | | | | | | | | |
802,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 802,000 | | | | | | | | | | | | | | | | | | | | | | |
802,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,604,000 | | | | 1,604,000 | | | | | | | | | | | | | | | | | | |
|
05/25/07 AGM | | CNOOC LTD | | Y1662W117 | | | | | | | | | | 05/17/07 | | 1,166,000 | | 1,166,000 | | Voted | | | | | | | | |
| | | Ordinary Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a | Reelect Luo Han as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Reelect Wu Guangqi as Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | 3c | Reelect Chiu Sung Hong as Independent Non-Executive Director | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Given the issues surrounding the company and the independent directors’ failure to voice concerns on proposals detrimental to minority | | | | | | | | | | | | | | | | | | | | | | |
shareholders, we recommend that shareholders vote against the reelection of Chiu and Tse to express their disapproval over how the | | | | | | | | | | | | | | | | | | | | | | | | |
company’s independent directors have performed their functions in acting independently in the interest of minority shareholders. | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reelect Tse Hau Yin, Aloysius as Independent Non-Executive | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3d | Director | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3e | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Special Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 1 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,166,000 | | | | | | | | | | | | | | | | | | | | | | |
1,166,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,166,000 | | | | 1,166,000 | | | | | | | | | | | | | | | | | | |
|
05/29/07 AGM | | China Petroleum & Chemical Corp. | | Y15010104 | | | | | | | | | | 04/30/07 | | 1,328,000 | | 1,328,000 | | Voted | | | | | | | | |
| | 1 | Accept the Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept the Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Approve Profit Distribution Plan and Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Approve KPMG Huazhen and KPMG as Domestic and Overseas | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Approve Sichuan-to-East China Gas Project | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Approve Issuance of Corporate Bonds | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Board to Deal with All Matters in Connection with the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Issuance of Corporate Bonds and Formulation and Execution of All | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 9 | Necessary Legal Documents for Such Purpose | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,328,000 | | | | | | | | | | | | | | | | | | | | | | |
1,328,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,328,000 | | | | 1,328,000 | | | | | | | | | | | | | | | | | | |
|
06/06/07 AGM | | CHINA COMMUNICATIONS CONSTRUCTION GROUP LTD, BEIJING | | Y14369105 | | | | | | | | | | 4/5/2007 | | 1,105,000 | | 1,105,000 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Approve Profit Distribution Plan for 2006 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
This item seeks shareholder approval for the profit appropriation proposal for the year 2006. Relevant regulations in the People’s | | | | | | | | | | | | | | | | | | | | | | | | |
Republic of China and the articles of association of the Group (the company and its subsidiaries) require 10 percent of profits to be transferred to | | | | | | | | | | | | | | | | | | | | | | |
the statutory surplus reserve account and the transfer to this reserve must be made before the distribution of dividends to shareholders. | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reappoint PricewaterhouseCoopers as the International Auditors | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | and PricewaterhouseCoopers Zhong Tian CPAs Ltd. Company as | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | the Domestic Auditors and Authorize Board to Fix Their | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks shareholder approval for a new mandate to issue shares, representing up to 20 percent of current issued capital, without | | | | | | | | | | | | | | | | | | | | | | | | |
preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,105,000 | | | | | | | | | | | | | | | | | | | | | | |
1,105,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,105,000 | | | | 1,105,000 | | | | | | | | | | | | | | | | | | |
|
06/08/07 AGM | | China Shipping Development Co.(Formerly Shanghai Hai Xing) | | Y1503Y108 | | | | | | With | | | | 8/5/2007 | | 446,000 | | 446,000 | | Voted | | | | | | | | |
| | 1 | Approve Twelve Construction Agreements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Two Tanker Construction Agreements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Approve Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Approve Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Approve Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Approve Dividend Distribution Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Remuneration of Directors and Supervisors and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Reimbursements for Independent Non-Executive Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint Shanghai Zhonghua Huyin CPA and Ernst & Young as | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Domestic and International Auditors, Respectively, and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Report on Use of Proceeds from the Issuance of 350 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 9 | Million New Shares on May 23, 2002 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10 | Elect Yan Zhi Chung as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Amend Articles Re: Change the Number of Supervisors from 3 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 11 | Persons to 3-5 Persons | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | 446,000 | | | | | | | | | | | | | | | | | | | | | | | | |
446,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | 446,000 | | | 446,000 | | | | | | | | | | | | | | | | | | | | |
|
06/08/07 AGM | | Hon Hai Precision Industry Co. Ltd. | | Y36861105 | | | | | | | | | | 9/4/2007 | | 287,000 | | 287,000 | | Voted | | | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Increase of Registered Capital and Issuance of Ordinary | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Shares to Participate in the Issuance of Global Depository Receipt | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be | | | | | | | | | | | | | | | | | | |
advised due to poor disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Amend Election Rules of Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be | | | | | | | | | | | | | | | | |
advised due to poor disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8 | Elect Directors and Supervisors | | Mgmt | | For | | For | | | | Against | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Release of Restrictions of Competitive Activities of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 9 | Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In the absence of any significant concerns regarding the proposed nominees, ISS recommends that shareholders distribute their cumulative votes | | | | | | | | | | | | | | |
equally to the two independent director nominees, Hwu Tsong-Min and Liu Cheng-Yu. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 10 | Other Business | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | 287,000 | | | | | | | | | | | | | | | | | | | | | | | | |
287,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | 287,000 | | | 287,000 | | | | | | | | | | | | | | | | | | | | |
|
06/08/07 AGM | | Foxconn Technology Co. Ltd (Frmly Q-RUN TECHNOLOGY CO LTD) | | Y3002R105 | | | | | | | | | | 9/4/2007 | | 90,000 | | 90,000 | | Voted | | | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be | | | | | | | | | | | | | | | | |
advised due to poor disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Amend Election Rules of Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be | | | | | | | | | | | | | | | | |
advised due to poor disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Elect Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Release of Restrictions of Competitive Activities of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 9 | Other Business | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 90,000 | | | | | | | | | | | | | | | | | | | | | | | |
90,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 90,000 | | 90,000 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
06/11/07 AGM | | Guangdong Investment Ltd. | | Y2929L100 | | | | | | | | | | 6/6/2007 | | 1,152,000 | | 1,152,000 | | Voted | | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3a | Reelect Li Wai Keung as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3b | Reelect Chan Cho Chak, John as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3c | Reelect Li Kwok Po, David as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3d | Reelect Jiang Jin as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3e | Reelect Sun Yingming as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3f | Authorize Board to Fix the Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Reappoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | |
|
| | 6 | Authorize Repurchase of Up to 10 Percent of Issued Share Capital | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Authorize Reissuance of Repurchased Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company has not specified discount limits for the issuance of shares without preemptive rights. As such, we recommend | | | | | | | | | | | | | |
shareholders vote against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 1,152,000 | | | | | | | | | | | | | | | | | | | | | | | |
1,152,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 1,152,000 | | 1,152,000 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
06/11/07 AGM | | MediaTek Inc. | | Y5945U103 | | | | | | | | | | 12/4/2007 | | 82,000 | | 82,000 | | Voted | | | | | | | | | |
| | 1 | Accept 2006 Operating Results and Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve 2006 Profit Distribution Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Increase of Registered Capital and Issuance of Ordinary | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Shares to Participate in the Issuance of Global Depository Receipt | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Other Business | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 82,000 | | | | | | | | | | | | | | | | | | | | | | | |
82,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 82,000 | | 82,000 | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
06/11/07 AGM | | Awea Mechantronic Co Ltd | | Y0486W105 | | | | | | | | | | 12/4/2007 | | 292,000 | | 292,000 | | Voted | | | | | | | | | |
| | 1 | Accept 2006 Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a cash dividend of NTD 3 ($0.09) per share and a stock dividend of 100 shares for every 1,000 shares held, or NTD 1 | | | | | | | | | | | | | | | |
($0.03) each. This gives the company a payout ratio of 58.9 percent. We use a minimum of 30 percent and a maximum of 100 percent as | | | | | | | | | | | | | | | |
benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to | | | | | | | | | | | |
shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact | | | | | | | | | | | | | |
share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance | | | | | | | | | | | | | |
marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividends discussed in Item 2. | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets in accordance with the newly | | | | | | | | | | | | | | | | |
revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the Financial Supervisory Commission, | | | | | | | | | | | | | | | | |
Executive Yuan (FSC) on Jan. 19, 2007. Major revisions are as follows: to change the governing body to the FSC instead of the Securities & | | | | | | | | | | | | | | | | |
Futures Commission, Ministry of Finance, Taiwan; to include the fund underlying securities as part of the assets to be handled by the company; to | | | | | | | | | | | | | | | | |
add that if special prices are required to be used as reference for the transaction price, there is no need to obtain an appraisal report and an | | | | | | | | | | | | | | | | |
accountant opinion regarding the transaction; to use the latest audited financial statements of a company to be acquired or disposed (Target | | | | | | | | | | | | | | | | |
Company) as the reference in appraising the transaction price, and to request for an accountant’s opinion regarding the reasonableness | | | | | | | | | | | | | | | | |
of the transaction price should the dollar amount of the transaction be equivalent to 20 percent of the Target Company’s paid-in capital | | | | | | | | | | | | | | | | |
or at least NTD 300 million ($9.21 million), except if: the Target Company’s securities have a publicly offered price from an active market, | | | | | | | | | | | | | | | | |
| | 5 | Elect One Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Other Business | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This is a non-voting item. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 292,000 | | | | | | | | | | | | | | | | | | | | | | | | |
292,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 292,000 | | 292,000 | | | | | | | | | | | | | | | | | | | | |
|
06/11/07 AGM | | HOLTEK SEMICONDUCTOR INC | | Y3272F104 | | | | | | | | | | 12/4/2007 | | 334,000 | | 334,000 | | Voted | | | | | | | | | | |
| | 1 | Accept 2006 Operating Results and Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a cash dividend of NTD 3.707 ($0.11) per share and a stock dividend of 10 shares for every 1,000 shares held, or NTD | | | | | | | | | | | | | | |
0.1 ($0.003) each. This gives the company a payout ratio of 76 percent. We use a minimum of 30 percent and a maximum of 100 percent as | | | | | | | | | | | | | | |
benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to | | | | | | | | | | | | | | | | |
shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact | | | | | | | | | | | | | | | | |
share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance | | | | | | | | | | | | | | | | |
marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividends discussed in Item 2. | | | | | | | | | | | | | | | | |
| | 4 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Approval of this item will allow the company to incorporate the following changes to its Articles of Association: | | | | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets in accordance with the newly | | | | | | | | | | | | | | | | |
revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the Financial Supervisory Commission, | | | | | | | | | | | | | | | | |
Executive Yuan (FSC) on Jan. 19, 2007. Major revisions are as follows: to change the governing body to the FSC instead of the Securities & | | | | | | | | | | | | | | | | |
Futures Commission, Ministry of Finance, Taiwan; to include the fund underlying securities as part of the assets to be handled by the company; to | | | | | | | | | | | | | | | | |
add that if special prices are required to be used as reference for the transaction price, there is no need to obtain an appraisal report and an | | | | | | | | | | | | | | | | |
accountant opinion regarding the transaction; to use the latest audited financial statements of a company to be acquired or disposed (Target | | | | | | | | | | | | | | | | |
Company) as the reference in appraising the transaction price, and to request for an accountant’s opinion regarding the reasonableness | | | | | | | | | | | | | | | | |
of the transaction price should the dollar amount of the transaction be equivalent to 20 percent of the Target Company’s paid-in capital | | | | | | | | | | | | | | | | |
or at least NTD 300 million ($9.21 million), except if: the Target Company’s securities have a publicly offered price from an active market, | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Amend Operating Procedures for Loan of Funds to Other Parties | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this item, the board is proposing to amend the company’s operating procedures for loan of funds to other parties (Loan Procedures). | | | | | | | | | | | | | | | | |
Major amendment includes the determining the eligible participants in which Holtek may provide loans: | | | | | | | | | | | | | | | | |
| | 7 | Amend Operating Procedures for Endorsement and Guarantee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to amend the company’s operating guidelines for endorsement and guarantee. The amendments will be based on the | | | | | | | | | | | | | | | | |
company’s business needs and in accordance with Newsletter No. 0940006026 issued by the FSC and promulgated on Dec. 29, 2005. | | | | | | | | | | | | | | | | |
Latest revisions made by the FSC include: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Amend Election Rules of Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item proposes to revise the company's election rules for directors and supervisors. Major amendments include requiring the ballot | | | | | | | | | | | | |
inspector to be a shareholder of the company; requiring the board to produce ballots equivalent to the number of board and supervisory seats that | | | | | | | | | | | | |
must be filled in; specifying that ballots with corrections or a ballot containing the names of two or more candidates shall be rendered invalid and | | | | | | | | | | | | |
shall not be counted; stating that should the company establish an audit committee, there is no need for the company to elect supervisors; stating | | | | | | | | | | | | |
that director and supervisor candidates who did not meet the qualifications indicated in Article 26-3 paragraphs 3 and 4 will not be eligible for | | | | | | | | | | | | |
election; adding a new article requiring the company to base its election rules on the Company Law, its Articles of Association and other related | | | | | | | | | | | | |
laws; adding a new article requiring the company to obtain shareholder approval before the election rules can be implemented; and requiring the | | | | | | | | | | | | |
company to elect independent directors with the election of non-independent directors and supervisors at the same time. However, the number of | | | | | | | | | | | | |
voting rights attached to each share for electing independent directors and non-independent directors shall be calculated separately according to | | | | | | | | | | | | |
the corresponding seats available. Those candidates who acquire more votes shall win the seats of independent directors, non-independent directors | | | | | | | | | | | | |
or supervisors, as applicable. | | | | | | | | | | | | |
| | 9 | Amend Rules and Procedures Regarding Shareholder Meeting | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Item 9 seeks to modify the company's rules and procedures regarding shareholder meeting (Meeting Procedures). Revisions are as | | | | | | | | | | | | |
follows: to specify that if the shareholder meeting is convened by the board, then the chairman of the board shall act as the chairman in the | | | | | | | | | | | | |
shareholder meeting; to allow shareholders present at a shareholder meeting to voice out their concerns on a similar proposal for five minutes | | | | | | | | | | | | |
each; and to make editorial changes on certain articles. | | | | | | | | | | | | |
| | 10 | Elect Directors and Supervisors | | Mgmt | | For | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Release of Restrictions of Competitive Activities of | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 11 | Directors | | Mgmt | | For | | Against | | For | | Against | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Items 10.1 to 10.12 seek to elect seven non-independent directors and three supervisors to replace the retiring directors and supervisors for the | | | | | | | | | | | | |
coming term. The resolution also includes the election of two independent directors as required by the prevailing laws. The tenure of the newly | | | | | | | | | | | | |
elected directors and supervisors will be for three years from the meeting date until June 10, 2010. The existing directors and supervisors shall be | | | | | | | | | | | | |
discharged from their office on the same date as the new directors and supervisors are elected. Details regarding the nominees were not | | | | | | | | | | | | | |
disclosed. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 12 | Other Business | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 10.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 334,000 | | | | | | | | | | | | | | | | | | | | | | | | |
| | 334,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 334,000 | | 334,000 | | | | | | | | | | | | | | | | | | | | |
|
06/12/07 AGM | | CHINA LIFE INSURANCE CO LTD | | Y1477R204 | | | | | | | | | | 11/5/2007 | | 185,000 | | 185,000 | | Voted | | | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Auditors' Report | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Approve Profit Distribution and Cash Dividend Distribution Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Board to Fix the Remuneration of Directors and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Purchase of Liability Insurance for Directors and | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Management and Authorize Board to Organize and Implement It | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Due to the company's failure to provide specific details regarding the scope and the terms of this proposal, we are unable to ascertain | | | | | | | | | | | | |
whether approval of this item would have any negative impact on shareholder rights or shareholder value. In view of this, we recommend a vote | | | | | | | | | | | | |
against this resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reappoint PricewaterhouseCoopers Zhong Tian CPAs Co. Ltd., | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Certified Public Accountants and PricewaterhouseCoopers, | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Certified Public Accountants as PRC and International Auditors | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of shares under this mandate. Given this and considering that | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 185,000 | | | | | | | | | | | | | | | | | | | | | | | | |
| | 185,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 185,000 | | 185,000 | | | | | | | | | | | | | | | | | | | | |
|
06/12/07 AGM | | Ta Chong Bank | | Y83595101 | | | | | | | | | | 04/13/07 | | 1,984,000 | | 1,984,000 | | Voted | | | | | | | | | | |
| | 1 | Accept 2006 Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Compensation of the Accumulated Losses of the | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Company | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks shareholder approval to transfer the company’s reserves amounting to NTD 792.17 million ($24.31 million) to | | | | | | | | | | |
compensate for a portion of its accumulated losses totaling NTD 4.97 billion ($152.5 million) as at Dec. 31, 2006. Breakdown of the reserves is as | | | | | | | | | | |
follows: legal reserves totaling NTD 643.8 million ($19.75 million), special reserves worth NTD 77.33 million ($2.37 million), and capital reserves | | | | | | | | | | |
amounting to NTD 71.04 million ($2.18 million). | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Amend Election Rules of Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Approval of this item will allow the company to revise its election rules. Key amendments are as follows: to remove all references to the | | | | | | | | | | |
company's independent supervisors as the Order No. Financial-Supervisory-Securities-I-0950001616 issued by the Financial Supervisory | | | | | | | | | | |
Commission, Executive Yuan (FSC) only require the appointment of independent directors; to require the company to adopt the candidates | | | | | | | | | | |
nomination system when electing independent directors; to specify the election procedure for non-independent and independent directors; to | | | | | | | | | | |
stipulate that those nominees who fail to comply with Article 26-3 of the Securities & Exchange Act will not be eligible for election. | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | |
| | 4 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets (Acquisition or Disposal | | | | | | | | | | | |
Procedures) in accordance with the newly revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the | | | | | | | | | | |
Financial Supervisory Commission, Executive Yuan (FSC) on Jan. 19, 2007. Major revisions are as follows: | | | | | | | | | | |
| | 5 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Item 5 seeks to amend the company's Articles of Association. Major revisions are as follows: | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Issuance of Ordinary Shares or Convertible Bonds for a | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Private Placement | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to allow the company to issue not more than 500 million new ordinary shares or convertible bonds worth not more than NTD | | | | | | | | | | |
7 billion ($214.79 million) to selected investors (Share and Bond Issuance). Moreover, the board would be authorized to execute all documents, | | | | | | | | | | |
carry out necessary formalities, and do all other acts in order to give effect to the proposed Share and Bond Issuance. Proceeds from the Share | | | | | | | | | | |
and Bond Issuance will be used to improve Ta Chong's capital structure and for working capital purposes. | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Increase of Registered Capital and Issuance of Ordinary | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Shares to Participate in the Issuance of Global Depository Receipt | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
At the time of the delivery of this analysis, the company had not disclosed adequate information. Therefore, a vote against the resolution must be | | | | | | | | | | |
advised due to poor disclosure. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Directors by Cumulative Voting | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Chen Tien-Mao, a Representative of Ching Yuan Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.1 | Co. Ltd., as a Director with Shareholder No. 27189 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Items 8.1 to 8.18 seek to elect 12 non-independent directors and three supervisors to replace the retiring directors and supervisors for the coming | | | | | | | | |
term. The resolution also includes the election of three independent directors as required by the prevailing laws. The tenure of the newly elected | | | | | | | | | | |
directors and supervisors will be for three years from the meeting date. The existing directors and supervisors shall be discharged from their office | | | | | | | | | | |
on the same date as the new directors and supervisors are elected. | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chen Chien-Tong, a Representative of Ching Yuan | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.2 | Investment Co. Ltd., as a Director with Shareholder No. 27189 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chen Huang Shu-Hui, a Representative of He Lian | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.3 | Investment Co. Ltd., as Director with Shareholder No. 1 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chen Chien-Ping, a Representative of He Lian Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.4 | Co. Ltd., as Director with Shareholder No. 1 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Ko Hong-Ming, a Representative of Kwang Yang Motor Co. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.5 | Ltd. as Director with Shareholder No. 24127 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Ko Chun-Ping, a Representative of Kwang Yang Motor Co. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.6 | Ltd. as Director with Shareholder No. 24127 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Ko Wang Su-Yen, a Representative of Hong Guang | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.7 | Investment Co. Ltd. as Director with Shareholder No. 73100 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.8 | Elect Ko Sheng-Feng as Director with Shareholder No. 71170 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Huang Chun-Jen, a Representative of Chang Shun Joint | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.9 | Investment Co. Ltd., as Director with Shareholder No. 76124 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chen Ming-Tuan, a Representative of Bai-Fu Investment Co. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.1 | Ltd., as Director with Shareholder No. 46917 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Lu Yong-Ren, a Representative of Taiwan Kai De Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.11 | Co. Ltd., as Director with Shareholder No. 31658 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.12 | Elect Jerry Chen as Director with Shareholder No. 130466 | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Lin Chi-Yuan as Independent Director with ID No. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.13 | C100768519 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Kung Ming-Hsin as Independent Director with ID No. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.14 | A123440192 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Liu Meng-Chi as Independent Director with ID No. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.15 | N121110174 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Supervisors by Cumulative Voting | | | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Tsai Ting-Pang, a Representative of Fong Kuo Fishery Co. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.16 | Ltd., as Supervisor with Shareholder No. 13 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chang Te-Sheng, a Representative of Ri Zhen Investment | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.17 | Co. Ltd., as Supervisor with Shareholder No. 32112 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8.18 | Elect Shih His-Hsien as Supervisor with Shareholder No. 91653 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 8.1. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | 1,984,000 | | | | | | | | | | | | | | | | | | | | | | | | |
1,984,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | 1,984,000 | | 1,984,000 | | | | | | | | | | | | | | | | | | | | |
|
06/13/07 AGM | | SIMPLO TECHNOLOGY CO LTD | | Y7987E104 | | | | | | | | | | 04/14/07 | | 143,000 | | 143,000 | | Voted | | | | | | | | | | |
| | 1 | Accept 2006 Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a cash dividend of NTD 4.5 ($0.14) per share and a stock dividend of 100 shares for every 1,000 shares held, or NTD 1 | | | | | | | | | | | | |
($0.03) each. This gives the company a payout ratio of 56 percent. We use a minimum of 30 percent and a maximum of 100 percent as | | | | | | | | | | | | |
benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to | | | | | | | | | | | | |
shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact | | | | | | | | | | | | |
share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance | | | | | | | | | | | | |
marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividends discussed in Item 2. | | | | | | | | | | | | |
| | 4 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Approval of this item will allow the company to incorporate the following amendment to its Articles of Association: to allow the company to use the | | | | | | | | | | | | |
amount of legal reserves in excess of 50 percent of its registered capital for dividend distribution, with priority given to the distribution of cash over | | | | | | | | | | | | |
stock dividends. Total cash and stock dividends must be equivalent to 20-100 percent and 0-80 percent, respectively, of the total dividends to be | | | | | | | | | | | | |
paid out. Currently, total cash dividend must not be lower than 10 percent of the total dividends to be paid out. | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets (Acquisition or Disposal | | | | | | | | | | | | | | | | | | | | | | | | |
Procedures) in accordance with the newly revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the | | | | | | | | | | | | | | | | | | | | | | |
Financial Supervisory Commission, Executive Yuan (FSC) on Jan. 19, 2007. Major revisions are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Amend Election Rules of Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Item 6 proposes to modify the company's election rules for directors and supervisors. Key revision includes requiring the company to elect | | | | | | | | | | | | | | | | | | | | | | |
independent directors with the election of non-independent directors and supervisors at the same time. However, the number of voting rights | | | | | | | | | | | | | | | | | | | | | | |
attached to each share for electing independent directors and non-independent directors shall be calculated separately according to the | | | | | | | | | | | | | | | | | | | | | | | | |
corresponding seats available. Those candidates who acquire more votes shall win the seats of independent directors, non-independent directors | | | | | | | | | | | | | | | | | | | | | | |
or supervisors, as applicable. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Approve Issuance of Shares for a Private Placement | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to allow the company to privately place not more than 16.5 million new ordinary shares with a par value of NTD 10 ($0.31) | | | | | | | | | | | | | | | | | | | | | | |
each to Hon Hai Precision Industry Co. (Hon Hai) (Share Issuance). The shares, which will be issued at a 36 percent discount of NTD 86.89 | | | | | | | | | | | | | | | | | | | | | | |
($2.67) apiece, will be acquired by two of Hon Hai's venture capital units . The offer price was based on 80 percent of the average closing | | | | | | | | | | | | | | | | | | | | | | |
price of the company's shares five trading days prior to the pricing date on March 12, 2007, less the amount of stock and cash dividends | | | | | | | | | | | | | | | | | | | | | | |
paid out. Upon completion, Hon Hai will replace Quanta Computer Inc. as Simplo's largest shareholder, holding an 8.9 percent of | | | | | | | | | | | | | | | | | | | | | | | | |
Simplo's enlarged share capital. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Elect Two Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 9 | Other Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This is a non-voting item. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 143,000 | | | | | | | | | | | | | | | | | | | | | | |
143,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 143,000 | | | | 143,000 | | | | | | | | | | | | | | | | | | |
|
06/13/07 AGM | | EPISTAR CORP | | Y2298F106 | | | | | | With | | | | 04/14/07 | | 267,000 | | 267,000 | | Voted | | | | | | | | |
| | 1 | Accept 2006 Operating Results and Financial Statements | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a cash dividend of NTD 1.8 ($0.06) per share and a stock dividend of 20 shares for every 1,000 shares held, or NTD 0.2 | | | | | | | | | | | | | | | | | | | | | | |
($0.006) each. This gives the company a payout ratio of 58.7 percent. We use a minimum of 30 percent and a maximum of 100 percent as | | | | | | | | | | | | | | | | | | | | | | | | |
benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact | | | | | | | | | | | | | | | | | | | | | | |
share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance | | | | | | | | | | | | | | | | | | | | | | |
marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividends discussed in Item 2. | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets (Acquisition or Disposal | | | | | | | | | | | | | | | | | | | | | | | | |
Procedures) in accordance with the newly revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the | | | | | | | | | | | | | | | | | | | | | | |
Financial Supervisory Commission, Executive Yuan (FSC) on Jan. 19, 2007. Major revisions are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Dismiss Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item proposes to dismiss all directors and supervisors of the company ahead of their original three-year term ending March 1, 1999. As a | | | | | | | | | | | | | | | | | | | | | | |
related resolution, Item 6 seeks to elect a new set of board and supervisory committee comprising of 11 directors and three supervisors. The | | | | | | | | | | | | | | | | | | | | | | |
tenure of the newly elected directors and supervisors will be for three years from the meeting date until June 12, 2010. The existing directors and | | | | | | | | | | | | | | | | | | | | | | |
supervisors shall be discharged from their office on the same date as the new directors and supervisors are elected. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Elect Directors and Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Refer to Item 5. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Release of Restrictions of Competitive Activities of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7 | Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This request will allow the directors of the company to serve on the boards of other companies. This is an item that is routinely proposed at | | | | | | | | | | | | | | | | | | | | | | | | |
Taiwanese AGMs. We recommend that shareholders support this request. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 267,000 | | | | | | | | | | | | | | | | | | | | | | |
267,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 267,000 | | | | 267,000 | | | | | | | | | | | | | | | | | | |
|
06/13/07 AGM | | TRIPOD TECHNOLOGY CORP | | Y8974X105 | | | | | | With | | | | 04/14/07 | | 116,000 | | 116,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve Allocation of Income and Dividends | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board is proposing a cash dividend of NTD 1.6 ($0.05) per share and a stock dividend of 140 shares for every 1,000 shares held, or NTD 1.4 | | | | | | | | | | | | | | | | | | | | | | |
($0.04) each. This gives the company a payout ratio of 35.97 percent. We use a minimum of 30 percent and a maximum of 100 percent as | | | | | | | | | | | | | | | | | | | | | | | | |
benchmarks to trigger further analysis. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 3 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Taiwanese companies routinely capitalize dividends and distribute new fully paid shares to shareholders free of charge; there is no cost to | | | | | | | | | | | | | | | | | | | | | | | | |
shareholders to maintain their stakes and no risk of dilution. This procedure transfers wealth to shareholders and does not significantly impact | | | | | | | | | | | | | | | | | | | | | | |
share value. The only impact on shareholders is that by increasing the number of shares on issue, the company could increase liquidity, enhance | | | | | | | | | | | | | | | | | | | | | | |
marketability, and ultimately expand its shareholder base. This item is pursuant to the stock dividends discussed in Item 2. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks shareholder approval to increase its registered capital to NTD 6 billion ($184.11 million) from NTD 5 billion ($153.42 million). | | | | | | | | | | | | | | | | | | | | | | |
This is to accommodate the distribution of 2006 stock dividends and for future share issuances. Changes in the registered capital will be reflected | | | | | | | | | | | | | | | | | | | | | | |
in the company's Articles of Association. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The proposal seeks to revise the company's procedures governing the acquisition or disposal of assets (Acquisition or Disposal | | | | | | | | | | | | | | | | | | | | | | | | |
Procedures) in accordance with the newly revised Guidelines for Handling Acquisition or Disposal of Assets by Public Companies issued by the | | | | | | | | | | | | | | | | | | | | | | |
Financial Supervisory Commission, Executive Yuan on Jan. 19, 2007. Major revisions are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 116,000 | | | | | | | | | | | | | | | | | | | | | | |
116,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 116,000 | | | | 116,000 | | | | | | | | | | | | | | | | | | |
|
06/15/07 AGM | | Yanzhou Coal Mining Company Limited | | Y97417102 | | | | | | | | | | 05/17/07 | | 1,106,617 | | 1,106,617 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Profit Distribution Plan (Cash Dividend and Special Cash | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Distribution Dividend Plans) | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 5 | Approve Remuneration of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Appoint Deloitte Touche Tohmatsu and Deloitte Touche Tohmatsu | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Certified Public Accountants Ltd. as the Company's International | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | and Domestic Auditors, Respectively, and Authorize Board to Fix | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Approve Amendments to the Business Scope of the Company | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8a | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
In this case, the company did not provide discount restrictions on the issue price of H shares under this mandate. Given this and considering that | | | | | | | | | | | | | | | | | | | | | | |
the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this resolution. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8b | Description of Relevant Period | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Authorize Board to Approve, Execute and Procure All Documents, | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8c | Deeds and Things Relevant to the Issue of New Shares | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,106,617 | | | | | | | | | | | | | | | | | | | | | | |
1,106,617 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,106,617 | | | | 1,106,617 | | | | | | | | | | | | | | | | | | |
|
06/15/07 AGM | | China National Building Material Co Ltd | | Y15045100 | | | | | | | | | | 06/15/07 | | 1,528,000 | | 1,528,000 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Profit Distribution Plan and Final Dividend Distribution | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks approval for the company's profit and final dividend distribution plans for the year ended Dec. 31, 2006. | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Approve Interim Dividend for 2007 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reappoint ShineWing Certified Public Accountants and Deloitte | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Touche Tohmatsu, Certified Public Accountants as PRC and | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | International Auditors and Authorize Board to Fix Their | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 6 | Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Approve Revised 2007 Cap | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to revise the aggregate annual cap for 2007, in relation to the connected transactions between the company and China National | | | | | | | | | | | | | | | | | | | | | | |
Building Material Group Corp. (Parent), a controlling shareholder of the company, concerning: (1) the supply by Parent or procurement of its | | | | | | | | | | | | | | | | | | | | | | |
subsidiaries to supply limestone and clay to the company for the production of clinker and other cement products (Master Agreement), and (2) | | | | | | | | | | | | | | | | | | | | | | |
individual agreements between the company and its subsidiaries (Group) and Parent and its subsidiaries (Parent Group) containing provisions | | | | | | | | | | | | | | | | | | | | | | |
that reflect the binding principles, guidelines, terms and conditions in and further elaborations on the transactions pursuant to the Master | | | | | | | | | | | | | | | | | | | | | | | | |
Agreement (Individual Agreements). | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks to refresh the company's mandate to issue shares, representing up to 20 percent of each of the aggregate nominal | | | | | | | | | | | | | | | | | | | | | | | | |
amounts of domestic shares and overseas listed foreign shares in issue, without preemptive rights. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 9 | Amend Articles Re: Scope of Business Activities of the Company | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks approval to amend the company's articles of association to reflect its scope of business after obtaining the Certificate of | | | | | | | | | | | | | | | | | | | | | | |
Eligibility in relation to foreign project subcontracting on May 15, 2006. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | �� | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,528,000 | | | | | | | | | | | | | | | | | | | | | | |
1,528,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,528,000 | | | | 1,528,000 | | | | | | | | | | | | | | | | | | |
|
06/15/07 AGM | | CHINA MERCHANTS BANK CO LTD | | Y14896115 | | | | | | With | | | | 05/15/07 | | 345,500 | | 345,500 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Board of Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Audited Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 4 | Accept Final Financial Report | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Profit Appropriations Plan Including the Distribution of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Final Dividend | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks shareholder approval for the profit appropriation proposal for the year 2006. Relevant regulations in the People’s | | | | | | | | | | | | | | | | | | | | | | | | |
Republic of China and the articles of association of the company require 10 percent of profits to be transferred to the statutory surplus reserve | | | | | | | | | | | | | | | | | | | | | | |
account and the transfer to this reserve must be made before the distribution of dividends to shareholders. | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | 6 | Appoint Auditors and Authorize Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
The board seeks to appoint auditors of the company for the year. We note however that the auditors report contained in the annual report is | | | | | | | | | | | | | | | | | | | | | | | | |
unqualified, meaning that in the opinion of the auditors, the financial statements are fairly presented in accordance with International Financial | | | | | | | | | | | | | | | | | | | | | | |
Reporting Standards and the disclosure requirements of the Hong Kong Companies Ordinance. Also included in this resolution is the grant of | | | | | | | | | | | | | | | | | | | | | | |
board authority to fix the remuneration of the auditors. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7a | Reelect Qin Xiao as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7b | Reelect Fu Yuning as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7c | Reelect Li Yinquan as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7d | Reelect Huang Dazhan as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7e | Elect Ding An Hua, Edward as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7f | Reelect Wei Jiafu as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7g | Reelect Sun Yueying as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7h | Reelect Wang Daxiong as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7i | Reelect Fu Junyuan as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7j | Reelect Ma Weihua as Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7k | Elect Zhang Guanghua as Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7l | Elect Li Hao as Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7m | Reelect Wu Jiesi as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7n | Elect Yan Lan as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7o | Elect Song Lin as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Reelect Chow Kwong Fai, Edward as Independent Non-Executive | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7p | Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7q | Reelect Liu Yongzhang as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7r | Reelect Liu Hongxia as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7s | Elect Hong Xiaoyuan as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8a | Reelect Zhu Genlin as Shareholder Representative Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8b | Reelect Chen Haoming as Shareholder Representative Supervisor Mgmt | | | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8c | Elect Dong Xiande as Shareholder Representative Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8d | Elect Li Jiangning as Shareholder Representative Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8e | Reelect Shi Jiliang as External Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8f | Reelect Shao Ruiqing as External Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Accept Duty Performance and Cross-Evaluation Reports of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 9 | Independent Non-Executive Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10 | Accept Assessment Report on the Duty Performance of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Accept Duty Performance and Cross-Evaluation Reports of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 11 | External Supervisors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 12 | Accept Related Party Transaction Report | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 345,500 | | | | | | | | | | | | | | | | | | | | | | |
345,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 345,500 | | | | 345,500 | | | | | | | | | | | | | | | | | | |
|
06/15/07 EGM | | AGTECH HOLDINGS LTD | | G0135Z103 | | | | | | With | | | | N/A | | 4,326,000 | | 4,326,000 | | Voted | | | | | | | | |
| | | Approve Allotment and Issuance of 237.6 Million New Shares of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | HK$0.002 Each in the Capital of the Company (Consideration | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Shares) for the Purpose of Acquiring the Entire Issued Share | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 1 | Capital of Shining China Inc. by AGTech Investment Hldgs. Ltd. | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
This item seeks approval for the allotment and issuance of approximately 237.6 million new shares of HK$0.002 ($0.0003) each in the capital of | | | | | | | | | | | | | | | | | | | | | | |
the company (Consideration Shares) at an issue price of HK$1.964 ($0.25) each (Issue Price). | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Reelect Robert Geoffrey Ryan as Executive Director and Authorize | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 2 | Board to Fix His Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 4,326,000 | | | | | | | | | | | | | | | | | | | | | | |
4,326,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 4,326,000 | | | | 4,326,000 | | | | | | | | | | | | | | | | | | |
|
06/26/07 AGM | | CHINA SHIPPING CONTAINER LINES CO LTD | | Y1513C104 | | | | | | | | | | 05/29/07 | | 2,407,000 | | 2,407,000 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Profit Distribution Plan and Final Dividend Distribution | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Remuneration of Directors and Supervisors for the Year | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Ending Dec. 31, 2007 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Elect Ma Zehua as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7 | Elect Pan Zhanyuan as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 8 | Elect Shen Kangchen as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 9 | Elect Yao Guojian as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10a | Reelect Li Shaode as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10b | Reelect Huang Xiaowen as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10c | Reelect Zhao Hongzhou as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10d | Reelect Zhang Jianhua as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10e | Reelect Wang Daxiong as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10f | Reelect Zhang Guofa as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10g | Reelect Yao Zuozhi as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10h | Reelect Xu Hui as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10i | Reelect Hu Hanxiang as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 10j | Reelect Wang Zongxi as Director | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 11a | Reelect Chen Decheng as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 11b | Reelect Tu Shiming as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 11c | Reelect Hua Min as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 11d | Reelect Pan Yingli as Supervisor | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Appoint PricewaterhouseCoopers, Hong Kong, Certified Public | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Accountants and BDO Zhong Hua Certified Public Accountants as | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | International and PRC Auditors, Respectively, and Authorize Board | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 12 | to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Amendments to the Parts of the H Share Appreciation | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Rights Scheme (the Scheme) and Methods for Implementation of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13a | the Scheme (Amended Scheme and Methods) | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Granting of Share Appreciation Rights Under the | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13b | Amended Scheme and Methods | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve All Other Matters Contemplated Under the Amended | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 13c | Scheme and Methods | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Issuance of Equity or Equity-Linked Securities without | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 14 | Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In this case, the company did not provide discount restrictions on the issue price of domestic shares or H shares under this mandate. Given this | | | | | | | | | | | | | | | | | | | | | | |
and considering that the mandate may be refreshed several times within a period of one year, we recommend shareholders oppose this | | | | | | | | | | | | | | | | | | | | | | | | |
resolution. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 15 | Other Business (Voting) | | Mgmt | | For | | Against | | Against | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Although this item is routine and only those issues that could legally be discussed could be presented for consideration, its approval would create | | | | | | | | | | | | | | | | | | | | | | |
an opportunity for those who attend the meeting to approve changes that are not in the best interests of all shareholders. We recommend that | | | | | | | | | | | | | | | | | | | | | | |
shareholders oppose this item unless the company has provided detailed information about the issues that will be discussed. | | | | | | | | | | | | | | | | | | | | | | | | |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 2,407,000 | | | | | | | | | | | | | | | | | | | | | | |
2,407,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 2,407,000 | | | | 2,407,000 | | | | | | | | | | | | | | | | | | |
|
06/28/07 AGM | | Uni-President Enterprises Corp. | | Y91475106 | | | | | | | | | | 04/29/07 | | 1,107,000 | | 1,107,000 | | Voted | | | | | | | | |
| | 1 | Accept Financial Statements and Statutory Reports | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Approve 2006 Profit Distribution Plan | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 3 | Approve Increase in Investment in the People's Republic of China | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Capitalization of 2006 Dividends and Employee Profit | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 4 | Sharing | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Amend Procedures Governing the Acquisition or Disposal of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 5 | Assets | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 6 | Amend Articles of Association | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Directors by Cumulative Voting | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Chin-Yen Kao, a Representative of Kao Chyuan Inv. Co. Ltd., | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7.1 | as Director with Account No. 69100090 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
In the absence of any significant concerns regarding the proposed nominees, we recommend that shareholders distribute their cumulative votes | | | | | | | | | | | | | | | | | | | | | | |
equally among all director nominees, as well as supervisor nominees. | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Elect Chih-Hsien Lo, a Representative of Kao Chyuan Inv. Co. Ltd., | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7.2 | as Director with Account No. 69100090 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.3 | Elect Kao-Huei Cheng as Director with Account No. 52900010 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.4 | Elect Chang-Sheng Lin as Director with Account No. 15900071 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Ping-Chih Wu, a Representative of Giant Attempt Ltd., as | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7.5 | Director with Account No. 69100060 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.6 | Elect Po-Ming Hou as Director with Account No. 23100014 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.7 | Elect Ching-Chien Hou Su as Director with Account No. 23100015 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.8 | Elect Hsiu-Jen Liu as Director with Account No. 52700020 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.9 | Elect Ying-Jen Wu as Director with Account No. 11100062 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Chung-Ho Wu, a Representative of Young Yun Inv. Co. Ltd., | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7.1 | as Director with Account No. 69102650 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Supervisors by Cumulative Voting | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.11 | Elect Kao-Keng Chen as Supervisor with Account No. 33100090 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Elect Peng-Chih Kuo, a Representative of Chau Chih Inv. Co. Ltd., | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 7.12 | as Supervisor with Account No. 69105890 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 7.13 | Elect Joe J.T. Teng as Supervisor with Account No. 53500011 | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | | Approve Release of Restrictions of Competitive Activities of | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | 8 | Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 9 | Other Business | | | | | | | | | | | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
|
| | | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | | | | | | | | | |
| | | WK1U Fred Alger | | | | 1,107,000 | | | | | | | | | | | | | | | | | | | | | | |
1,107,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | Total: | | | | 1,107,000 | | | | 1,107,000 | | | | | | | | | | | | | | | | | | |
|
06/29/07 AGM | | ZHEJIANG GLASS CO | | Y9891S104 | | | | | | | | | | 06/29/07 | | 1,330,000 | | 1,330,000 | | Voted | | | | | | | | |
| | 1 | Accept Report of the Board of Directors | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | 2 | Accept Report of the Supervisory Committee | | Mgmt | | For | | For | | For | | With | | | | | | | | | | 0 | | 0 | | 0 | | 0 |
| | Accept Financial Statements Audited by the Company's | | | | | | | | | | | | | | | | | | |
| 3 | International Auditors | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| | Accept Financial Statements and Statutory Reports Audited by the | | | | | | | | | | | | | | | | | | |
| 4 | Company's Domestic Auditors | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5a1 | Reelect Feng Guangcheng as Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5a2 | Reelect Gao Huojin as Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5a3 | Reelect Shen Guangjun as Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5a4 | Elect Jiang Liqiang as Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5b1 | Reelect Liu Jianguo as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5b2 | Elect Xie Yong as Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5c1 | Reelect Wang Yanmou as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5c2 | Reelect Li Jun as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5c3 | Reelect Su Gongmei as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 5c4 | Reelect Zhou Guochun as Independent Non-Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6a | Elect or Reelect Xu Yuxiang as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6b | Elect or Reelect Lou Zhenrong as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6c | Elect or Reelect Fang Shengli as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6d | Elect or Reelect Fu Guohua as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6e | Elect or Reelect Xu Mingfeng as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 6f | Elect or Reelect Mei Lingfeng as Supervisor | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| | Authorize Board to Fix the Remuneration of Directors and | | | | | | | | | | | | | | | | | | |
| 7 | Supervisors | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 8 | Approve Plan for Making Up Losses of the Company | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
|
This concerns the proposed plan for making up losses of the company. While the exact contents of the company's plan were not provided, | | | | | | | | | | | | | | |
approval of the plan is seen to be an administrative formality that is not expected to have any demonstrable impact on shareholder rights or value. | | | | | | | | | | | | | | |
| | Reappoint PricewaterhouseCoopers, Hong Kong and | | | | | | | | | | | | | | | | | | |
| | PricewaterhouseCoopers Zhong Tian CPAs Ltd. Company as | | | | | | | | | | | | | | | | | | |
| | International and Domestic Auditors Respectively, and Authorize | | | | | | | | | | | | | | | | | | |
| 9 | Board to Fix Their Remuneration | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| 10 | Approve Issuance of H Shares without Preemptive Rights | | Mgmt | | For | | Against | | Against | | With | | 0 | | 0 | | 0 | | 0 |
Research Notes: | | | | | | | | | | | | | | | | | | | | |
This item seeks shareholder approval to refresh the company's general mandate to issue H shares, representing up to 20 percent of | | | | | | | | | | | | | | | | |
current issued capital, without preemptive rights. | | | | | | | | | | | | | | | | | | |
| 11 | Reelect Hong Yumei as Executive Director | | Mgmt | | For | | For | | For | | With | | 0 | | 0 | | 0 | | 0 |
| | | | | | | | | | | | | | | | | | | | |
| | Fund Name | | Shares Available | | Shares Voted | | | | | | | | | | |
| | WK1U Fred Alger | | | | 1,330,000 | | | | | | | | | | | | | | |
1,330,000 | | | | | | | | | | | | | | | | | | | |
| | Total: | | | | 1,330,000 | | | | 1,330,000 | | | | | | | | | | |
Questions? Contact Client Services +1 (301)
556-0540
© 2005 Institutional Shareholder Services (ISS).All
rights reserved.
For more information please refer to ISS
Legal Services
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
(Registrant) The China - U.S. Growth Fund
-------------------------------------------------------------------
By (Signature and Title)* /s/ Daniel C. Chung
------------------------------------------------------
Daniel C. Chung, Principal Executive Officer
Date 8/22/07
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o Print the name and title of each signing officer under his or her signature.