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Bingo Group Holdings Limited Proxy Solicitation & Information Statement 2007

Sep 6, 2007

51336_rns_2007-09-06_21129ba4-1e9b-484d-92b7-2467af7cb3da.pdf

Proxy Solicitation & Information Statement

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==> picture [120 x 31] intentionally omitted <==

CHINA PHOTAR ELECTRONICS GROUP LIMITED 中國豐達電子集團有限公司

(Incorporated in the Cayman Islands with limited liability)

Stock Code: 8220

PROXY FORM

This form of proxy is for use at the Extraordinary General Meeting (the “EGM”) of China Photar Electronics Group Limited (the “Company”) to be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 2 October 2007 at 3:00 p.m.

I/We, (Note 1)

of

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

shares of HK$0.01 each in the capital of the Company, hereby appoint (Note 3)

or failing him, the Chairman of the EGM as my/our proxy to attend and vote for me/us and on my/our behalf at the EGM to be held at Suite 5601, The Center, 99 Queen’s Road Central, Hong Kong on Tuesday, 2 October 2007 at 3:00 p.m. and any adjournment thereof on the resolutions as indicated below:

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR
(Note 4)
AGAINST
(Note 4)
1. Ordinary resolution no. 1 as set out in the notice of the EGM (to give a
general mandate to the directors of the Company to allot, issue or deal
with new shares in the capital of the Company).
2. Ordinary resolution no. 2 as set out in the notice of the EGM (to give a
general mandate to the directors of the Company to repurchase shares in
the capital of the Company).
3. Ordinary resolution no. 3 as set out in the notice of the EGM (subject to
passing of ordinary resolution no. 1 above, to extend the general mandate
granted under ordinary resolution no. 1 above by adding thereto the number
of shares in the capital of the Company repurchased pursuant to the general
mandate granted under ordinary resolution no. 2 above).
4. Ordinary resolution no. 4 as set out in the notice of the EGM (to refresh
the 10 per cent limit under the share option scheme adopted by the
Company on 19 October 2002).
5. To re-appoint CCIP CPA Limited as auditors of the Company and authorize
the board of directors to fix their remuneration.
SPECIAL RESOLUTION FOR
(Note 4)
AGAINST
(Note 4)
6. To approve the change of Company name from China Photar Electronics
Group Limited中國豐達電子集團有限公司to Emcom International
Limited.

Shareholder’s signature (Note 5) Dated

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 in the Company registered in your name(s).

  • (3) Please insert the name of the proxy desired. If no name is inserted, the Chairman of the EGM will act as your proxy. Any alteration made to this form of proxy must be initialled by the person(s) who signs it. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM.

  • (4) Please indicate with an (X) in the appropriate space beside each of the resolutions how you wish the proxy to vote on your behalf. Failure to complete any or all boxes will entitle your proxy to cast his/her votes on the relevant resolutions at his/her discretion. 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 EGM.

  • (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 duly authorised.

  • (6) In the case of joint holders, the vote of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the votes of the other joint holders. For this purpose seniority is determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

  • (7) 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 certified copy of such power or authority shall be deposited with the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited at 26/F, Tesbury Center, 28 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for the holding of the EGM or any adjourned meeting thereof.

  • (8) A proxy need not be a member of the Company but must attend the EGM in person to represent you.