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Apollo Future Mobility Group Limited — Proxy Solicitation & Information Statement 2011
Jul 13, 2011
49519_rns_2011-07-13_9e5e1f5a-1cec-45e7-93d6-ccee2ba6f540.pdf
Proxy Solicitation & Information Statement
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MING FUNG JEWELLERY GROUP LIMITED 明豐珠寶集團有限公司[*]
(Incorporated in the Cayman Islands with limited liability) (Stock code: 860)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 29 JULY 2011 AND 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”) 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 29 July 2011 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 resolutions set out in the notice convening the Meeting dated 14 July 2011 (the “EGM Notice”) and at such Meeting (and at any further adjournment thereof) to vote on my/our behalf as directed below.
Please put a (“ ”) in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d) .
ORDINARY RESOLUTION (a) THAT the exercise by the directors of the Company during the Relevant Period (as defined in the EGM Notice) of all the powers of the Company to issue, allot and dispose of additional shares of the Company and to make or grant offers, agreements and options which would or might require shares to be allotted, issued or disposed of during or after the end of the Relevant Period, be and is hereby generally and unconditionally approved, provided that, otherwise than pursuant to (i) a rights issue where shares are offered to shareholders on a fixed record date in proportion to their then holdings of shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in any territory outside Hong Kong) or (ii) any option scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company or (iv) the exercise of subscription rights attaching to any warrants issued by the Company and from time to time outstanding, the total nominal amount of additional shares to be issued, allotted, disposed of or agreed conditionally or unconditionally to be issued, allotted or disposed of (whether pursuant to an option or otherwise) shall not in total exceed 20% of the total nominal amount of the share capital of the Company in issue on the date of this resolution and the said approval shall be limited accordingly.
FOR (note d) AGAINST (note d)
Date
Signature (note e)
Notes:
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(a) Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. (b) Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares 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 Meeting or” and insert the name and address of the person appointed as your proxy in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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(d) IMPORTANT: If you wish to vote for a resolution set out above, please tick (“ ”) the boxes marked “For”. If you wish to vote against a resolution, please tick (“ ”) the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
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(e) 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 under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.
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(f) In order 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 notarially certified copy of such power of authority, must be deposited at the office of the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or the adjourned Meeting (as the case may be).
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(g) In the case of joint registered holders of any Shares, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he/she was solely entitled thereto; but if more than one of such joint registered holders be present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof to the exclusion of the votes of the other joint registered holders.
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(h) The proxy need not be a member of the Company but must attend the Meeting in person to represent you. (i) Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.
* For identification purpose only