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Autohome Inc. — Proxy Solicitation & Information Statement 2008
Apr 29, 2008
50646_rns_2008-04-29_fd209aaa-2d4d-470e-8023-113f4e8c6bc2.pdf
Proxy Solicitation & Information Statement
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GOLIK HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1118)
Form of proxy for use at the Annual General Meeting or any adjournment thereof
I/We[1] of , being the registered holder(s) of 2 shares of HK$0.10 each in the capital of Golik Holdings Limited (the “Company”), HEREBY APPOINT the Chairman of the Meeting[3] or failing him, of as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (the “Meeting”) of the Company to be held at 35/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Wednesday, 28th May, 2008 at 10:00 a.m. or at any adjournment thereof, in respect of the resolutions set out in the notice convening the Meeting as indicated below, or, if no such indication is given, as my/our proxy thinks fit.
| For4 | Against4 | Against4 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. | To | receive and consider the Audited Financial Statements and the Reports of the Directors and the Auditor | |||||||||
| for | the year ended 31st December, 2007. | ||||||||||
| 2. | To | declare a final dividend. | |||||||||
| 3. | (a) | (i) To re-elect Mr. Ho Wai Yu, Sammy as Director. |
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| (ii) To re-elect Mr. Chan Yat Yan as Director. |
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| (iii) To re-elect Mr. Lo Yip Tong as Director. |
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| (b) | To authorise the Board of Directors to fix their remuneration. | ||||||||||
| (c) | To authorise the Board of Directors to appoint additional Directors and to fix the maximum | number of | |||||||||
| Directors. | |||||||||||
| 4. | To | re-appoint Messrs. Deloitte Touche Tohmatsu as Auditor of the Company and to authorise the Board of | |||||||||
| Directors to fix their | remuneration. | ||||||||||
| 5. | To | grant a general | mandate to the Directors to repurchase shares not exceeding 10% of the | aggregate | |||||||
| nominal amount of the issued share capital of the Company. | |||||||||||
| 6. | To | grant a general mandate to the Directors to allot, issue and deal with new shares not exceeding 20% of | |||||||||
| the | aggregate nominal amount of the issued share capital of the Company. | ||||||||||
| 7. | To | add the aggregate nominal amount of the shares repurchased under the general mandate in | resolution | ||||||||
| number 5 to the aggregate nominal amount of the shares which may be allotted, issued and dealt under the | |||||||||||
| general mandate in resolution number 6. | |||||||||||
| 8. | To | approve the amendment to the Company’s Bye-laws. |
| Signature5 Notes: 1. Ful 2. Ple tho 3. If a des 4. IM VO pro to i 5. Thi han |
Dated l name(s) and address(es) to be inserted in BLOCK CAPITALS. ase insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all se shares in the Company registered in your name(s). ny proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting” and insert the name and address of the proxy ired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT. PORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR” THE RELEVANT RESOLUTION; IF YOU WISH TO TE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST” THE RELEVANT RESOLUTION. Failure to tick either box will entitle your xy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred n the notice convening the meeting. s 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 d of an officer or attorney or other person duly authorised. |
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| 5. | 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 or attorney or other person duly authorised. |
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| 6. | In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with the power of attorney or other |
| authority, if any, under which it is signed or a notarially certified copy thereof must be delivered to the office of the Company’s branch share registrars in Hong Kong, | |
| Tricor Secretaries Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any | |
| adjournment thereof. | |
| 7. | Where there are joint registered holders of any share, any one such persons may vote at the meeting, either in person or by proxy, in respect of such share as if he were |
| solely entitled thereto; but if more than one of such joint holders be present at the meeting in person or by proxy, that one of the said persons so present whose name | |
| stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof to the exclusion of other joint holders. | |
| 8. | The proxy need not be a member of the Company but must attend the meeting in person to represent you. |
| 9. | Completion and return of the form of proxy will not preclude shareholders from attending and voting at the meeting if they so wish, in which event, the instrument |
| appointing the proxy shall be deemed to be revoked. | |
| 10. | Pursuant to bye-law 66 of the Bye-laws, a resolution put to vote of the meeting shall be decided on a show of hands unless a poll is required under the Listing Rules or |
| (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is duly demand. A poll may be demanded | |
| by: |
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(a) the chairman of the meeting; or (b) at least three shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or
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(c) a shareholder or shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative or by proxy and representing not less than one-tenth of the total voting rights of all shareholders having the right to vote at the meeting; or
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(d) a shareholder or shareholders present in person or in the case of a shareholder being a corporation by its duly authorised representative or by proxy and holding share in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right; or
(e) any director or directors of the Company who, individually or collectively, hold proxies in respect of shares representing 5% or more of the total voting rights of all the shareholders having the right to vote at the meeting.