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China Boton Group Company Limited Proxy Solicitation & Information Statement 2016

Jun 21, 2016

50808_rns_2016-06-21_0d7c6618-0e16-45cf-9323-650c1f708434.pdf

Proxy Solicitation & Information Statement

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==> picture [393 x 48] intentionally omitted <==

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 3318)

EXTRAORDINARY GENERAL MEETING TO BE HELD ON 15 JULY 2016 OR AT ANY ADJOURNMENT THEREOF FORM OF PROXY

I/We[1]

of

being the registered holder(s) of[2] shares (the ‘‘Shares’’)Shares’’)’’)) of HK$0.10 each in the capital of China Flavors and Fragrances Company Limited (中國香精香料有限公司) (the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or

shares (the ‘‘Shares’’)Shares’’)’’)) of HK$0.10 each

of

(who represents shares held by me/us)[2] or

of

(who represents shares held by me/us)[2] as my/our proxy to attend and act for me/us and on my/our behalf at the extraordinary general meeting (the ‘‘Meeting’’) of the Company to be held at Jasmine Room, Best Western Plus Hotel Hong Kong, 308 Des Voeux Road West, Hong Kong on 15 July 2016 at 11:00 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTION ORDINARY RESOLUTION ORDINARY RESOLUTION AGAINST4 AGAINST4
ORDINARY RESOLUTION FOR4 AGAINST4
1. To approve the First Agreement, Second Agreement, Third Agreement andFourth Agreement (as defined in the circular of the Company dated 21 June2016), the Specific Mandate and all the transactions contemplated thereunder.
2. To increase the authorised share capital of the Company from HK$80,000,000(dividedinto800,000,000Shares)toHK$160,000,000(dividedinto1,600,000,000 Shares) by the creation of an additional 800,000,000 Shares, andthat each such new Share, upon issue, shall rank pari passu in all respects withthe existing Shares.

Signature[5]

Date

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. ‘‘IMPORTANT:Against’’. If noIf directionyou wishistogiven,vote yourfor aproxyresolution,may votetick orin abstainthe boxasmarkedhe/she thinks‘‘For’’.fit.If Youryou wishproxytowillvotealsoagainstbe entitleda resolution,to vote tickat his/herin thediscretionbox markedon any resolution properly put to the Meeting other than referred to the notice convening the Meeting.

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

  6. In order to be valid, this form of proxy together with the notarially certified power of attorney (if any) or other authority (if any) under which it is signedHopewellor aCentre,notarially183certifiedQueen’scopyRoadthereof,East, Hongmust Kongbe lodgednot lesswith thanthe branch48 hourssharebeforeregistrarthe timeof theappointedCompany,forTricorholdingInvestorof theServicesMeetingLimited,or the adjournedLevel 22, Meeting.

  7. In the case of joint holders of shares, any one of such holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

  10. The full text of the proposed resolutions appear in the notice of the Meeting.