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BAIOO Family Interactive Limited Proxy Solicitation & Information Statement 2019

Nov 27, 2019

50369_rns_2019-11-27_0c4f2fa8-e938-4c3e-9d93-a9b12f540ae2.pdf

Proxy Solicitation & Information Statement

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DATRONIX HOLDINGS LIMITED 連達科技控股有限公司[*]

(incorporated in Bermuda with limited liability)

(Stock Code: 889)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We [(note 1)]

of

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

, shares of

HK$0.10 each (the “Shares”) in the share capital of Datronix Holdings Limited (the “Company”) HEREBY APPOINT [(note 3)]

of

or failing him, the Chairman of the meeting, as my/our proxy to act for me/us and to attend on my/our behalf at a special general meeting to be held at 19th Floor, North Point Industrial Building, 499 King’s Road, North Point, Hong Kong, on Friday, 13 December 2019 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolution as an ordinary resolution set out in the notice convening the said meeting (or at any adjournment thereof), to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS FOR [(note 4)] AGAINST [(note 4)] 1. To approve, confirm and ratify the New Master Supply Agreement dated 18 October 2019 entered into between the Company and Datatronics Romoland, and the Annual Caps of the transactions contemplated thereunder for the three years ending 31 December 2022 and to authorize any one Director on behalf of the Company to do all such acts and things and execute all such documents which he considers necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the New Master Supply Agreement and the transactions contemplated thereunder.

Dated this

day of , 2019

Signature(s) [(note 7)] :

Notes:

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

  2. 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 registered in your name(s).

  3. Please insert the full name and address of proxy in the space provided. Any alteration made to this form of proxy must be initialled by the person who signs it. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  4. 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 those referred to in the notice convening the meeting.

  5. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and, including on poll, vote instead of him. A member who is the holder of two or more Shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company but must be present to represent the member.

  6. Completion and return of the form of proxy will not preclude a member from attending the meeting if he so wishes. In the event that a member who has lodged a form of proxy attends the meeting, his form of proxy will be deemed to have been revoked.

  7. To be valid, a 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 office of the Hong Kong branch share registrar of the Company, Hong Kong Registrars Limited, at Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. In the case of the joint holders of shares in the Company, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), seniority being determined by the order in which names stand in the register of members. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal, or under the hand of an officer or attorney or other person duly authorised.

  8. For identification purposes only