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China Literature Limited — Proxy Solicitation & Information Statement 2013
Jan 22, 2013
49460_rns_2013-01-22_80412319-ce02-45ab-a8bd-a1a7de441a13.pdf
Proxy Solicitation & Information Statement
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CHINA GAS HOLDINGS LIMITED 中國燃氣控股有限公司 [*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 384)
FORM OF PROXY FOR SPECIAL GENERAL MEETING (OR ANY ADJOURNMENT THEREOF)
I/We[1]
of
the registered holder(s) of[2]
share(s) of HK$0.01 each in the capital of abovenamed company (the “ Company ”), hereby appoint[3] the Chairman of the meeting or failing him of
as my/our proxy to attend and vote for me/us and on my/our behalf at the said meeting of the Company to be held at Plaza 1-2, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 8 February 2013 at 3:00 p.m. (or at any adjournment thereof) in respect of the resolution sets out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS
FOR[4] AGAINST[4]
- (a) the Acquisition and the transactions contemplated under the Share Purchase Agreement (a copy of which has been produced to the SGM marked“A” and signed by the chairman of the SGM for the purpose of identification), be and hereby approved, confirmed and ratified; and
(b) any one of the directors of the Company be and hereby authorized to do all such acts and things and to sign all documents and to take any steps which in their absolute discretion considered to be necessary, desirable or expedient for the purpose of implementing and/or giving effect to the Acquisition and the transactions contemplated under the Share Purchase Agreement.
-
subject to completion of the Share Purchase Agreement, to the fulfilment of the conditions relating to the allotment of the Consideration Shares and to the Directors approving the issue of the Consideration Shares and conditional upon the Listing Committee of the Stock Exchange granting the listing of, and the permission to deal in, the Consideration Shares, the Directors be and are hereby specifically authorised to allot and issue the Consideration Shares, credited as fully paid, to the Sellers or their respective nominees in accordance with the terms and conditions of the Share Purchase Agreement.
-
Mr. Ho Yeung be and is hereby re-elected as an independent non-executive director of the Company with immediate effect.
-
Ms. Chen Yanyan be and is hereby re-elected as an independent non-executive director of the Company with immediate effect.
Dated this day of 2013.
Signature(s)[6]
Notes:
-
Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of ordinary shares to which this form of proxy relates in the space provided. 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).
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If any proxy other than the Chairman of the meeting is preferred, delete the words “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 .
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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 the box will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolutions properly put to the meeting other than those referred to in the notice convening the meeting.
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To be valid, this form of proxy, together with the 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, Computershare Hong Kong Investor Services Limited, 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the said meeting or adjourned meeting.
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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 either be executed under its common seal or under the hand of an officer or other person duly authorised.
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Where there are joint registered holders of any share, any one of such persons may vote at the 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 is present at the meeting, personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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The proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Unless otherwise indicated, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 22 January 2013.
- For identification purposes only