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Alltronics Holdings Limited — Proxy Solicitation & Information Statement 2019
Feb 26, 2019
49498_rns_2019-02-26_6aebd29a-f32b-424d-aec0-f50dbe1a74dd.pdf
Proxy Solicitation & Information Statement
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ALLTRONICS HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 833)
Form of proxy for use at the extraordinary general meeting (the “MEETING”) to be held on 20 March 2019 at 11:00 a.m. (or at any adjournment thereof)
I/We [(Note][1)] of being the registered holder(s) of shares [(Note][2)] of HK$0.01 each in the share capital of Alltronics Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] or of
as my/our proxy to attend the MEETING (and at any adjournment thereof) to be held at Tactic Room, 24/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong on 20 March 2019 at 11:00 a.m. for the purposes of considering and, if thought fit, passing the resolution(s) as set out in the notice convening the MEETING and at the MEETING (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution(s) as indicated below [(Note][4)] .
| me/us | and in my/our name(s) in respect of the resolution(s) as indicated | below (Note 4). | |||
|---|---|---|---|---|---|
| ORDINARY RESOLUTION | FOR | AGAINST | |||
| (a) | To approve, confirm and ratify the Sale and Purchase Agreement (as defined in the | ||||
| circular of the Company dated 27 February 2019 (“Circular”)) and the Debt | |||||
| Undertaking (as defined in the Circular) and the transactions contemplated | |||||
| thereunder; and | |||||
| (b) | To authorise any one or more of the directors of the Company (the “Directors”) to | ||||
| do all such acts and things and execute all such documents (in case of execution of | |||||
| documents under seal, to do so by any two Directors or any Director together with | |||||
| the secretary of the Company) and to take such steps which | he/she/they may | ||||
| consider necessary, desirable or expedient for the purpose of, | or in connection | ||||
| with, the implementation of and giving effect to the Sale and Purchase Agreement, | |||||
| the Debt Undertaking and the transactions contemplated thereunder. |
Dated Signature [(Note][5)]
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares of the Company 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 Company registered in your name(s).
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If any proxy other than the Chairman of the MEETING is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the MEETING provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the MEETING other than those referred to in the notice of the Meeting.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney or other person duty authorised. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the MEETING, either in person or by proxy, in respect of such share as if he/she/it were solely entitled thereto.
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The full text of resolution is set out in the notice of the MEETING of the Circular. 7. On a poll every member of the Company present in person or by proxy or, being a corporation, is present by its duly authorised representative, shall have one vote for every fully paid share of which he is the holder.
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If more than one of the joint holders be present at the MEETING, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of vote(s) of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.
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To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 22/F, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding this MEETING or at any adjournment thereof.
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The proxy need not be a member of the Company but must attend the MEETING in person to represent you. 11. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the MEETING if you so wish.
PERSONAL INFORMATION COLLECTION STATEMENT
andYouryoursupplyvotingof yourinstructionsand yourforproxy’sthe MEETING(or proxies’)(thename(s)“ Purposes and ”).address(es)We may transferis on a voluntaryyour andbasisyour forproxy’sthe purpose(or proxies’)of processingname(s)yourand requestaddress(es)for theto ourappointmentagent, contractor,of a proxyor(orthirdproxies)party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance (Chapter 486 of the Laws of Hong Kong) and any such request should be in writing by mail to the Company.