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China City Infrastructure Group Limited Proxy Solicitation & Information Statement 2008

Apr 29, 2008

50541_rns_2008-04-29_4894790d-d138-42a2-afe2-7cdfe6c7396b.pdf

Proxy Solicitation & Information Statement

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==> picture [41 x 71] intentionally omitted <==

WAH YUEN HOLDINGS LIMITED 華園控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2349)

PROXY FORM

Form of proxy for use by the shareholders of Wah Yuen Holdings Limited (the “Company”) at the annual general meeting (the “Meeting”) to be convened at 2nd Floor, On Shing Industrial Building, Nos. 2-16 Wo Liu Hang Road, Fo Tan, Shatin, New Territories, Hong Kong, Hong Kong on Wednesday, 18 June 2008 at 9:30 a.m. (or any adjournment thereof).

I/We (note a)

of

being the holder(s) of

(note b) shares of HK$0.01 each of the Company hereby appoint the chairman (the “Chairman”) of the Meeting or

of

to act as my/our proxy (note c) at the Meeting to be held at 2nd Floor, On Shing Industrial Building, Nos. 2-16 Wo Liu Hang Road, Fo Tan, Shatin, New Territories, Hong Kong, Hong Kong on Wednesday, 18 June 2008 at 9:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d) .

Plea se make a mark in the appropriate boxes to indicate how you wish your v ote(s) to be cast_(note d_ ).
FOR AGAINST
1. To receive and approve the audited consolidated financial statements and
the reports of the directors (the “Directors”) and auditors of the Company
for the year ended 31 December 2007
2. (a)To re-elect Mr. But Ka Wai as executive Director
(b)To re-elect Mr. But Chai Tongas executive Director
(c)To re-elect Mr. Ngai Chun Kong, Stephen as non-executive
Director
(d)To re-elect Mr. Cheung Yu Yan, Tommy as independent non-executive
Director
(e)To re-elect Mr. Ku Siu Fung, Stephen as independent non-executive
Director
(f)To authorise the board of Directors to fix the Directors’
remuneration
3. To re-appoint Messrs. HLM & Co. as the Company’s auditors and authorise
the board of Directors to fix their remuneration
4. To grant a general mandate to the Directors to issue, allot and otherwise
deal with the Company’s shares (the“Shares”)
5. Togrant ageneral mandate to the Directors to repurchase the Shares
6. To add the nominal amount of the Shares repurchased by the Company to
the mandate granted to the Directors under resolution no. 4
7. To approve the refreshment of the 10% scheme mandate limit on the grant
of options under the share option scheme
Dated theday of2008

Shareholder’s signature (notes e, f, g and h)

Notes:

  • a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

b. 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 capital of the Company registered in your name(s).

  • c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d. If you wish to vote for any of the resolutions set out above, please tick (“3”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“3”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

  • g. 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 notarially certified copy of such power or authority must be deposited at the Hong Kong branch share registrar of the Company, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

  • h. Any alteration made to this form should be initialled by the person who signs the form.