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Century Plaza Hotel Group — Proxy Solicitation & Information Statement 2018
Apr 4, 2018
51386_rns_2018-04-04_5f12bc3b-eb7e-4db1-bda4-cd20318292ca.pdf
Proxy Solicitation & Information Statement
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KING FORCE GROUP HOLDINGS LIMITED 冠輝集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 08315)
REVISED PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)
I/We [(note 1)] , of being the registered holder(s) of [(note 2)] share(s) of HK$0.001 each in the share capital of King Force Group Holdings Limited (the “ Company ”) hereby appoint the chairman of the extraordinary general meeting of the Company or [(note 3)] of
as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ Meeting ”) to be held on 20 April 2018 (Friday) at 11:00 a.m. at Room 1101, 11/F, 118 Connaught Road West, Hong Kong and at any adjournment thereof for the purpose of considering and, if thought fit, passing the ordinary resolution and special resolution as set out in the notice convening the Meeting as indicated below or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof:
| ORDINARY RESOLUTION(note 4) | ORDINARY RESOLUTION(note 4) | ORDINARY RESOLUTION(note 4) | ORDINARY RESOLUTION(note 4) | ORDINARY RESOLUTION(note 4) | FOR(note 5) | AGAINST(note 5) |
|---|---|---|---|---|---|---|
| 1. | To approve the proposed share consolidation as set out below: (a) with effect from the business day immediately following the date on which this resolution is passed, being a day on which shares are traded on The Stock Exchange of Hong Kong Limited, every ten (10) issued and unissued ordinary shares of par value HK$0.001 each in the share capital of the Company (the “Existing Shares”) be consolidated into one (1) share with a par value of HK$0.01 each (each a “Consolidated Share”). Such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the articles of the Company; (b) all fractional Consolidated Shares will be disregarded and not be issued to the holders of the Existing Shares but will be aggregated and, if possible, sold for the benefit of the Company; and (c) the directors of the Company be and are generally authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to give effect to the foregoingarrangements for the share consolidation. |
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| SPECIAL RESOLUTION(note 4) | FOR(note 5) | AGAINST(note 5) | ||||
| 1. | To approve the proposed change of English name of the Company from “King Force Group Holdings Limited” to “Bei Dou Technology Group Holdings Limited” and the Chinese name of the Company from “冠輝集團控股有限公司” to “北斗科技集團控股有 限公司”. |
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| Dated this Signature |
day of |
2018 |
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| (note 6): |
Notes:
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Full name(s) and address(es) must be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this revised proxy form (the “ Revised Proxy Form ”) will be deemed to relate to all the shares of the Company registered in your name(s).
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If any proxy other than the Chairman is preferred, please strike out “the Chairman of the extraordinary general meeting of the Company or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS REVISED PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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The description of this resolution is by way of summary only. The full text appears in the notice convening the Meeting. 5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.
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This Revised Proxy Form shall 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 its seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this Revised Proxy Form purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.
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Any member entitled to attend and vote at the Meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of part only of his holding of shares in the Company. A proxy need not be a member of the Company.
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This Revised Proxy Form and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the Meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this proxy form shall not be treated as valid.
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Delivery of this Revised Proxy Form shall not preclude a member from attending and voting in person at the Meeting and in such event, this Revised Proxy Form shall be deemed to be revoked.
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Where there are joint holders of any share any one of such joint holders may vote, 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 the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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The notice convening the Meeting is set out in the Company’s circular dated 29 March 2018.
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If you have not lodged the form of proxy sent together with the notice of the Meeting dated 29 March 2018 (the “ Original Proxy Form ”) in accordance with the instructions printed thereon, you should lodge this Revised Proxy Form if you wish to appoint proxy(ies) to attend the Meeting on your behalf. In this case, the Original Proxy Form should not be lodged.
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If you have already lodged the Original Proxy Form in accordance with the instructions printed thereon, you should note that:
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(i) If no Revised Proxy Form is lodged in accordance with the instructions printed thereon, the Original Proxy Form will be treated as a valid form of proxy lodged by you if duly completed. Voting not cast as one resolution in respect of the ordinary resolution in the Original Proxy Form will not be considered as a valid instruction, and the proxy appointed under the Original Proxy Form will be entitled to vote in accordance with the instructions previously given by you at the proxy’s discretion (if no such instructions are given, at the proxy’s discretion) on the ordinary resolution properly put to the Meeting.
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(ii) If the Revised Proxy Form is lodged in accordance with the instructions printed thereon at or before 48 hours before the time appointed for the Meeting or any adjournment thereof, the Revised Proxy Form will revoke and supersede the Original Proxy Form previously lodged by you. The Revised Proxy Form will be treated as a valid form of proxy lodged by you if duly completed.
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(iii) If the Revised Proxy Form is lodged after 48 hours before the time appointed for the Meeting or any adjournment thereof, the Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by you.