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Central Development Holdings Limited — Proxy Solicitation & Information Statement 2015
Oct 18, 2015
49236_rns_2015-10-18_bef40e1a-2884-4afe-b602-68d830996a69.pdf
Proxy Solicitation & Information Statement
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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED 中國資源交通集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 269)
FORM OF PROXY FOR USE AT EXTRAORDINARY GENERAL MEETING
I/We, [1] (name) of (address) being the registered holder(s) of shares [2] of HK$0.01 each in the capital of China Resources and Transportation Group Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [3] (name) of (address) as my/our proxy to attend and vote for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company (the “ EGM ”) to be held at 17th Floor, China Railway South Headquarters Building, No.3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC (深圳市南山區中心路3333號(深圳灣段)中鐵南方總部大廈17樓) on 4 November 2015 at 11:00 a.m. and to vote for me/us as indicated below or, if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS FOR [4] AGAINST [4] 1. To approve the Rights Issue (as defined in the circular dated 19 October 2015 (the “ Circular ”) and the transactions contemplated thereunder (including the Underwriting Agreement) (as defined in the Circular) and to authorise any one of the Directors to do all such acts and things, to sign and execute all such further documents and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Rights Issue and the transactions contemplated thereunder (including the Underwriting Agreement), subject to the passing of ordinary resolutions number 2 to 3 and satisfaction of the conditions set out in the letter from the board in the Circular. 2. To approve the Share Consolidation (as defined in the Circular) and to authorise any one of the Directors to do all such acts and things, to sign and execute all such further documents and to take such steps as he/she may in his/her absolute discretion consider necessary, appropriate, desirable or expedient to carry out or to give effect to or in connection with the Share Consolidation or any transactions contemplated thereunder, including without limitation, to aggregate fractional Consolidated Shares (as defined in the Circular) and sell them for the benefit of the Company. 3. Subject to and following the Share Consolidation, to approve the increase of the authorised share capital of the Company from HK$700,000,000, divided into 3,500,000,000 Consolidated Shares to HK$3,000,000,000 divided into 15,000,000,000 Consolidated Shares by the creation of an additional 11,500,000,000 new Consolidated Shares of HK$0.20 each and to approve and authorise any director of the Company to do all such acts and things and execute all documents necessary in connection with the matters contemplated in the Increase in Authorised Share Capital (as defined in the Circular) including to complete and effect any required filings or reports. Dated this day of 2015 Signature(s) [5] :
Notes:
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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 registered in your name(s). If no number is inserted, the form of proxy will be deemed to relate to all the shares in the Company registered in your name(s).
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If any proxy other than the chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” here inserted and insert the name and address of the proxy desired in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT .
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” . Failure to complete any or all boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation must under its common seal or under the hand of an officer or attorney duly authorised.
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Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally 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 any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.
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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 notarially certified copy thereof, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Progressive Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the EGM or any adjournment thereof.
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The proxy need not be a member of the Company but must attend the EGM in person to represent you.