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Chiho Environmental Group Limited Proxy Solicitation & Information Statement 2020

Jul 9, 2020

49598_rns_2020-07-09_f490d05f-58f2-4cef-886e-c5bd5d15bf88.pdf

Proxy Solicitation & Information Statement

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CHIHO ENVIRONMENTAL GROUP LIMITED 齊合環保集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 976)

FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING (the ‘‘EGM’’) TO BE HELD ON FRIDAY, 31 JULY 2020 (or at any adjournment thereof)

I/We[(Note][2)]

of

being the registered holder(s) of

shares[(Note][3)] of HK$0.01 each in the share capital of

Chiho Environmental Group Limited (the ‘‘Company’’), HEREBY APPOINT[(Note][4)] of

or failing him, the Chairman of the EGM, as my/our proxy to attend and vote for me/us at the EGM (or at any adjournment thereof) of the Company to be held at 23/F., Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 31 July 2020 at 11:00 a.m. and in particular (but without limitation) at such meeting (or at any adjournment thereof) on a poll to vote for me/us and in my/our name(s) in respect of the Ordinary Resolutions set out in the notice convening the EGM as indicated below or, if no such indication is given as my/our proxy thinks fit.

Ordinary Resolutions FOR[(Note][5)] AGAINST[(Note][5)]

(a) To approve, confirm and ratify the supplemental agreement (the ‘‘Supplemental Agreement’’) dated 17 June 2020 supplemental to the sales framework agreement entered into between the Company and Loncin International Limited dated 22 January 2020 in relation to the sale of non-ferrous metal by the Company and its subsidiaries (the ‘‘Group’’) to Loncin International Limited and the transactions contemplated thereunder. (b) To approve, confirm and ratify the new annual caps for the maximum aggregate annual value for the transactions contemplated under the Supplemental Agreement for each of the three financial years ending 31 December 2022 as more particularly set out in the circular of the Company dated 10 July 2020. (c) To authorise any one director of the Company to do all such things and acts of administrative nature as he/she may in his/her discretion consider necessary, expedient or desirable for the purpose of or in connection with the implementation of the Supplemental Agreement and the transactions contemplated thereunder, including but not limited to the execution of all such documents under seal where applicable, as he/she considers necessary or expedient in his/her opinion to implement and/or give effect to the Supplemental Agreement.

Date: 2020

Signature[(Note][6)] :

Notes:

  1. Important: You should first review the notice of EGM and the circular to the shareholders of the Company both issued by the Company on 10 July 2020 before appointing a proxy.

  2. Please insert the full name(s) (in Chinese or in English) and address(es) (as shown in the register of members) in block letters.

  3. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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).

  4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. A shareholder may appoint one or more proxies to attend and vote in his stead. A proxy need not be a shareholder of the Company. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE DULY INITIALLED BY THE PERSON WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK IN THE BOX MARKED ‘‘AGAINST’’. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion. Unless you have indicated otherwise in this form of proxy, your proxy will also be titled to vote at his discretion on any Resolution properly put to the EGM other than those referred to in the notice of EGM.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must either be executed under seal or under the hand of an officer, attorney or other person authorised to sign the same.

  7. Where there are joint holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto. However, if more than one of such joint holders are present at the EGM, either personally or by proxy, then one of the said persons so present whose name stands first in the register of members in respect of such shares shall alone be entitled to vote in respect thereof.

  8. CompanyTo be valid,’s Honga formKongof branchproxy andsharetheregistrarpower andof attorneytransfer office,or otherComputershareauthority (if any)HongunderKong whichInvestorit Servicesis signedLimitedor a certifiedat 17McopyFloor,ofHopewellthat powerCentre,or authority,183 Queenmust’s Roadbe depositedEast, Wanchai,at the Hong Kong not less than 48 hours before the time appointed for holding the EGM (i.e. not later than 11:00 a.m. on Wednesday, 29 July 2020) or any adjournment thereof.

  9. Completion and deposit of the form of proxy will not preclude you from attending and voting at the EGM or any adjournment thereof if you so wish. In such event, the form of proxy will be deemed to be revoked.

  10. Voting on all the Resolutions set out in the notice of EGM will be taken by poll. Accordingly, the Chairman of the EGM will exercise his power under the articles of association of the Company to demand a poll in relation to the proposed Resolutions at the EGM.

  11. References to time and dates in this circular are to Hong Kong time and dates.

PERSONAL INFORMATION COLLECTION STATEMENT

  • (i) ‘‘Personal Data’’ in this statement has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (‘‘PDPO’’).

  • (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.

  • (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

  • (iv) YouPersonalhaveDatathe rightshouldto berequestin writingaccesstototheand/orPersonalcorrectionData Privacyof yourOfficerPersonalof DataComputersharein accordanceHongwithKongtheInvestorprovisionsServicesof theLimitedPDPO. Anyat 17MsuchFloor,requestHopewellfor accessCentre,to and/or183 Queencorrection’s Roadof East,your Wanchai, Hong Kong.