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Alpha Professional Holdings Limited Proxy Solicitation & Information Statement 2011

Jul 14, 2011

49583_rns_2011-07-14_7bc40d69-7633-4ce0-99fe-f404b0d17f69.pdf

Proxy Solicitation & Information Statement

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==> picture [111 x 46] intentionally omitted <==

Z-Obee Holdings Limited

(incorporated in Bermuda with limited liability)

(Hong Kong Stock Code: 948) (Singapore Stock Code: D5N)

website: http://www.z-obee.com

FORM OF PROXY FOR ANNUAL GENERAL MEETING

Form of proxy for use by shareholders at the annual general meeting (the “AGM”) of Z-Obee Holdings Limited (the “Company”) to be held at 33/F., 9 Queen’s Road Central, Hong Kong on Thursday, 18 August 2011 at 10:00 a.m. and at any adjournment thereof.

I/We (note a)

of

being the registered holder(s) of

(note b) ordinary shares of US$0.008 each in the Company hereby appoint the

Chairman of the AGM or (notes c & h)

of

as my/our proxy to vote for me/us on my/our behalf at the AGM to be held on Thursday, 18 August 2011 at 10:00 a.m. and at any adjournment thereof, on the resolution, with or without modifications, referred to in the notice convening the AGM (the “ Notice ”), or if no such indication is given, as my/our proxy thinks fit.

AS ORDINARY RESOLUTIONS AS ORDINARY RESOLUTIONS FOR AGAINST
1. To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company for
the financialyear ended 31 March 2011 together with the Auditors’ Report thereon.
2. To re-elect Ms. WangTao as a Director of the Company.
3. To re-elect Mr. Chan Kam Loon as an Independent Non-executive Director of the Company, the Chairman
of Audit Committee and a member of the Remuneration and NominatingCommittees.
4. To re-elect Mr. Guo Yanjun as a Director of the Company, the Chairman of the Remuneration Committee
and a member of the Audit and NominatingCommittees.
5. To approve the payment of Directors’ fees of approximately S$208,000 for the financial year ending
31 March 2012, to bepaidquarterlyin arrears, at the end of each calendarquarter(2011: S$208,000).
6. To re-appoint RSM Nelson Wheeler as the Company’s Auditors and to authorise the Directors to fix
their remuneration.
7. Togrant an unconditional mandate to the Directors to allot shares.
8. To grant an authority for Directors to allot and issue shares under the Z-Obee Holdings Limited employee
share option scheme 2010.

Dated the day of 2011

Shareholder’s signature (notes e, f, g and h)

Notes:

  • a. Please insert full name(s) and address(es) in BLOCK CAPITALS .

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

  • c. A proxy need not be a member of the Company. If you wish to appoint a person other than the Chairman of the AGM as your proxy, please delete the words “the Chairman of the AGM or” and insert the name and address of that person appointed in the space provided.

  • d. If you wish to vote for the resolution set out above, please tick (“ ”) the box marked “For”. If you wish to vote against the resolution, please tick (“ ”) the box marked “Against”. If you wish to vote only part of the number of shares in respect of which the proxy is so appointed, please state the exact number of shares in lieu of tick “ ” in the relevant box. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than that set out in the Notice.

  • e. In the case of joint registered holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.

  • f. The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or signed by a duly authorised officer or attorney.

  • g. In order to be valid, the form of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power of authority, must be lodged at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong (for Hong Kong Shareholders), or the Company’s share transfer agent in Singapore, Tricor Barbinder Share Registration Services, at 8 Cross Street #11-00, PWC Building, Singapore 048424 (for Singapore Shareholders), not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting thereof (as the case may be).

  • h. Any alteration made to this form of proxy must be initialed by the person who signs the form.

  • i. Completion and return of this proxy will not preclude you from attending in person and voting at the AGM.