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Arta TechFin Corporation Limited Proxy Solicitation & Information Statement 2011

Dec 14, 2011

49091_rns_2011-12-14_d8bbd983-ea4d-4899-b7a5-538ee99339be.pdf

Proxy Solicitation & Information Statement

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==> picture [97 x 46] intentionally omitted <==

WAH NAM INTERNATIONAL HOLDINGS LIMITED 華南投資控股有限公司 *

(incorporated in Bermuda with limited liability)

(SEHK stock code: 159)

(ASX stock code: WNI)

HONG KONG PROXY FORM

Form of proxy for the special general meeting to be held at Room 2805, 28/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Friday, 6 January 2012 at Hong Kong times 11:00 a.m. (the “SGM”). Unless otherwise stated, capitalised terms used in this form shall have the same meanings as set out in the circular issued by the Company dated 15 December 2011.

I/We (note 1)

of

being the registered holder(s) of (note 2)

shares of HK$0.10 each in the capital of Wah Nam International

Holdings Limited (the “Company”), hereby appoint (note 3)

of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolution set out in the notice of SGM (with or without modifications) as hereunder indicated.

Ordinary Resolutions(note 11) FOR (note 4) AGAINST(note 4) AbSTAIN(note 4)
1. To approve the execution of the Subscription Agreement,the allotment and issue of the Subscription Shares, thecreation and issue of the Convertible Bonds and theallotment and issue of the Conversion Shares.
2. To approve the execution of the Underwriting Agreementand the allotment and issue of the Placing Shares.
3. To approve the acquisition of BRM Shares pursuant tothe Conditional Offer, the acquisition of the AUD1.25BRM Options and AUD1.30 BRM Options pursuant to theOptions Offer and the allotment and issue of the relevantConsideration WN Shares.
4. To approve the removal of the maximum remunerationlimit for executive Directors and to authorise the Board tofix the remuneration for the executive Directors.

Date this

day of

. Signature (note 5)

Notes:

  1. Full name(s) and address(es) to be inserted in bLOCK CAPITALS .

  2. Please insert the number of shares of HK$0.10 each in the capital of the Company to which this proxy form relates; 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). If you appoint more than one proxy and no number of shares is inserted, each proxy will be deemed to exercise equal share of the votes that you are entitled.

  3. Full name and address of proxy to be inserted in bLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK IN THE bOX MARKED “FOR” bESIDE THE RESOLUTIONS. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK IN THE bOX MARKED “AGAINST” bESIDE THE RESOLUTIONS. IF YOU WISH TO AbSTAIN FROM VOTING AT ANY RESOLUTIONS, TICK IN THE bOX MARKED “AbSTAIN” bESIDE THE RESOLUTION(S). If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will be entitled to vote or abstain at his discretion on any resolutions properly put to the meeting other than those referred to in the notice convening the SGM.

  5. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority must be deposited at the Company’s Hong Kong branch share registrar, Tricor Secretaries Limited at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

  8. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish.

  10. Any alteration to this form of proxy must be initialled by the person who signs it.

  11. The text of the ordinary resolutions presented in this proxy form is in summarised form. The entire text of the ordinary resolution is set out in the notice of the SGM.

12. This Hong Kong proxy form is to be used solely by the Company’s shareholders whose shares are recorded under the Company’s Hong Kong branch share registrar or the Company’s bermuda principal registrar. If your shares in the Company are recorded under the Company’s Australia branch share registrar, please complete the proxy form distributed by the Company’s Australia branch share registrar, Computershare Investor Services Pty Limited.

  • for identification purpose only