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Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2010
Jan 20, 2010
49519_rns_2010-01-20_4b9d0a2d-e4b8-4185-97c7-adb69129999c.pdf
Proxy Solicitation & Information Statement
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MING FUNG JEWELLERY GROUP LIMITED
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(Incorporated in the Cayman Islands with limited liability)
(Stock code 860)
PROXY FORM FOR EXTRAORDINARY GENERAL MEETING
Form of proxy for use by shareholders at the extraordinary general meeting to be convened at 2:30 p.m. on Monday, 8 February 2010 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong (or any adjournment thereof).
I/We (note a) of being the registered holder(s) of (note b) shares of HK$0.01 each of Ming Fung Jewellery Group Limited (“ Company ”) hereby appoint the Chairman of the extraordinary general meeting (“ Meeting ”) of the Company or of to act as my/our proxy (note c) to attend on my/our behalf at the Meeting to be held at 2:30 p.m. on Monday, 8 February 2010 at Room 1825, 18th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Meeting and to vote on my/our behalf as directed below.
Please put a “ ” in the appropriate box to indicate how you wish your vote(s) to be cast (note d) .
| ORDINARY RESOLUTIONS | FOR | AGAINST | |
|---|---|---|---|
| (a) | To allot and issue of 100,000,000 shares (the “Chi Zhou Consideration Shares”) at the issue price of HK$0.80 each | ||
| to Pretty Sweet Limited (or its nominee(s)) pursuant to the share purchase agreement (the “Chi Zhou Share | |||
| Purchase Agreement”) dated 10 June 2009 entered into between Trismart Group Limited, a wholly-owned | |||
| subsidiary of the Company, as purchaser, Pretty Sweet Limited as vendor and Ms. Tang Wai Ha Phoebe as guarantor | |||
| (a copy of which has been produced to the Meeting, signed by the chairman of the Meeting for the purposes of | |||
| identification) | |||
| (b) | To authorise any one director of the Company in the best interests of the Company to do such act, including without | ||
| limitation, the issue and allotment of the Chi Zhou Consideration Shares, and execute all such documents for and | |||
| on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of | |||
| a second Director, a duly authorized representative of the Directors or the secretary of the Company as he/they shall | |||
| consider necessary, appropriate, desirable or expedient in relation to the issue and allotment of the Chi Zhou | |||
| Consideration Shares | |||
| (c) | To issue of convertible notes in the total principal amount of HK$190,000,000 (the “Chi Feng Convertible Notes”) | ||
| as the consideration under the share purchase agreement (the “Chi Feng Share Purchase Agreement”) dated 20 | |||
| August 2009 entered into between Bright Ever Holdings Limited, a wholly-owned subsidiary of the Company, as | |||
| purchaser and Prime Fortune Company Limited as vendor (a copy of which has been produced to the Meeting, | |||
| signed by the chairman of the Meeting for the purposes of identification) | |||
| (d) | To allot and issue of 211,111,111 shares (the “Chi Feng Conversion Shares”) at the issue price of HK$0.90 each | ||
| to Prime Fortune Company Limited (or its nominee(s)) upon exercise of the conversion right of the Chi Feng | |||
| Convertible Notes pursuant to the Chi Feng Share Purchase Agreement | |||
| (e) | To authorise any one Director in the best interests of the Company to do such act, including without limitation, the | ||
| issue of the Chi Feng Convertible Notes and the issue and allotment of the Chi Feng Conversion Shares, and execute | |||
| all such documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to | |||
| do so jointly with any of a second Director, a duly authorized representative of the Directors or the secretary of the | |||
| Company as he/they shall consider necessary, appropriate, desirable or expedient in relation to the issue of the Chi | |||
| Feng Convertible Notes and issue and allotment of the Chi Feng Conversion Shares |
Dated
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Shareholder’s signature (notes e, f, g and h) Notes: a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. b) 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 in the capital of the Company registered in your name(s).
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c) A proxy need not be a member of the Company. If you wish to appoint a person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the extraordinary general meeting (“Meeting”) of the Company or” and insert the name and address of the person appointed as your proxy in the space provided.
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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 the 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 Meeting other than those set out in the notice convening the Meeting. For details of the resolution indicated above, please refer to the notice of Meeting dated 20 January 2010.
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e) In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
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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 under the hand of an officer or attorney so authorised.
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g) To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited at the office of the Company’s Hong Kong branch share registrar, Tricor Tengis Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time fixed for holding the Meeting or any adjourned meeting.
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h) Any alteration made to this form should be initialled by the person who signs the form. i) Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.
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for identification purpose only