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Asiasec Properties Limited — Proxy Solicitation & Information Statement 2013
Nov 17, 2013
49086_rns_2013-11-17_302aa8f7-818c-47a5-8978-c267f7036dad.pdf
Proxy Solicitation & Information Statement
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LIPPO CHINA RESOURCES LIMITED 力 寶 華 潤 有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 156)
PROXY FORM
Form of proxy for the Extraordinary General Meeting to be held at Harcourt Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Tuesday, 3rd December, 2013 at 10: 45 a.m.
I/We[1]
of
being the registered holder(s) of[2] shares of HK$0.10 each in the capital of
Lippo China Resources Limited (the ‘‘Company’’), hereby appoint[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 resolutions set out in the notice of the meeting (with or without modifications) as hereunder indicated.
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----- Start of picture text ----- Ordinary Resolutions For [4] Against [4]1. To approve the disposal by the Company of the entire issued share capital of TecwellLimited (the ‘‘Disposal’’) at a consideration of approximately HK$843.5 million(subject to adjustment, if any) to OUE Eastern Limited (the ‘‘Purchaser’’) pursuant tothe sale and purchase agreement dated 16th October, 2013 between the Company andthe Purchaser (the ‘‘Disposal Agreement’’, a copy of which has been produced to themeeting and marked ‘‘A’’ and signed by the chairman of the meeting for identificationpurposes) and all transactions contemplated under the Disposal Agreement(including, without limitation, the execution of the Deed of Undertakings, asreferred to in the Disposal Agreement, which is annexed in the Disposal Agreement)and to authorise the directors of the Company to do all such acts and/or thingsand/or execute all such documents incidental to, ancillary to or in connection withmatters contemplated in or relating to the Disposal Agreement as they may in theirabsolute discretion consider necessary, desirable or expedient to give effect to theDisposal and the Disposal Agreement and the implementation of all transactionscontemplated thereby and thereunder (including, without limitation, the execution ofDeed of Undertakings as referred to in the Disposal Agreement) and to agree to suchvariation, amendment or waiver as are, in the opinion of the directors of theCompany, in the interest of the Company.2. Conditional upon the completion of the Disposal Agreement (as defined in theordinary resolution No. 1 of the notice convening the meeting of which this resolutionforms part), to approve the declaration and payment of a special dividend ofHK3.5 cents per share in cash to the registered holders of the ordinary shares ofHK$0.10 each in the issued share capital of the Company whose names appear in theregister of members of the Company at the close of business on a record date to bedetermined by the directors of the Company, and to authorise any directors of theCompany to sign, execute, deliver, and do all such documents, deeds, acts, mattersand things, as he may in his opinion or discretion consider reasonable, necessary,desirable or expedient to implement and/or give effect to the payment of such specialdividend.Dated this day of , 2013 Signature(s) [7]----- End of picture text -----
Note:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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Please insert the number of shares of HK$0.10 each in the capital 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 in the capital of the Company registered in your name(s).
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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.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. 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 resolution properly put to the meeting other than that referred to in the notice convening the meeting.
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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 true copy thereof), must be deposited at the Company’s registered office at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting thereof.
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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 in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).
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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.
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The proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so desire.
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Any alterations made in this form of proxy must be initialled by the person who signs it.