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Allegro Culture Limited Proxy Solicitation & Information Statement 2021

Jun 24, 2021

49289_rns_2021-06-24_533c251d-964b-4441-a360-6604b213a233.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Cayman Islands and continued in Bermuda with limited liability)

(Stock code: 550)

PROXY FORM FOR THE SPECIAL GENERAL MEETING OF 15 JULY 2021

I/We[(1)]

of

being the registered holder(s) of[(2)] shares of Limited (the “ Company ”) hereby appoint the Chairman of the Meeting, or[(3)] of

shares of HK$0.2 each in the capital of KK Culture Holdings

as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company (and at any adjournment thereof) to be held at 44th Floor, Office Tower, Convention Plaza, 1 Harbour Road, Wan Chai, Hong Kong on Thursday, 15 July 2021, at 3:00 p.m. or at any adjournment thereof and to vote in respect of the following resolution as indicated below.

SPECIAL RESOLUTION FOR[(4)] AGAINST[(4)] 1. To approve: (a) that the English name of the Company be changed from “KK Culture Holdings Limited” to “Kingkey Intelligence Culture Holdings Limited” and the secondary name of the Company in Chinese from “KK文化 控股有限公司”to “京基智慧文化控股有限公司”, with effect from the date on which the Registrar of Companies in Bermuda registers the new English name in place of the existing English name of the Company and registers the secondary name of the Company as set out in the certificate of incorporation on change of name and the certificate of secondary name to be issued by the Registrar of Companies in Bermuda respectively; and (b) that the directors be and are hereby authorised to do all such acts and things and execute such further documents and take all steps which, in their opinion may be necessary, desirable or expedient to implement and give effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.

Dated:

Signature[(5)(6)(7)(8)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the capital of the Company registered in your name(s).

  3. A proxy need not be a member of the Company but must be present in person to represent you. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed as your proxy in the space provided.

  4. If you wish to vote for any of the resolution set out above, please tick (“✔”) the boxes marked “For”. If you wish to vote against any resolution, please tick (“✔”) the boxes marked “Against”. If the form returned is duly signed but without specific direction on any of the proposed resolution, the proxy will vote or abstain at his discretion in respect of all resolution; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  5. In the case of joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant jointly registered share shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.

  6. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if in the shareholder is a corporation, either under its Common Seal or under the hand of an officer, attorney or other person authorised to sign the same.

  7. To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time of the Meeting or the adjournment thereof.

  8. Any alteration made to this form should be initialled by the person who signs the form.

  9. Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting or any adjournment thereof if you so wish.