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China Literature Limited Proxy Solicitation & Information Statement 2016

Jul 19, 2016

49460_rns_2016-07-19_c26b405f-7b7d-4a05-93de-ffe55d5964a6.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

being 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 special general meeting or any adjournment thereof of the Company (‘‘SGM’’) or failing him,

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at 11:30 a.m. on Tuesday, 16 August 2016 (or immediately after the conclusion of the annual general meeting to be held on the same day) at Renaissance Harbour View Hotel Hong Kong, Boardroom 3–4, Mezzanine Floor, 1 Harbour Road, Wanchai, Hong Kong (or at any adjournment thereof) (the ‘‘SGM’’) in respect of the resolutions set out in the notice convening the SGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:

  • ORDINARY RESOLUTIONS FOR[4] AGAINST[4]

    1. (a) the Proposed Acquisition and the transactions contemplated under the Amended and Restated 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 Proposed Acquisition and the transactions contemplated under the Amended and Restated Share Purchase Agreement.

    1. Subject to Completion of the Proposed Acquisition as contemplated under the Amended and Restated Share Purchase Agreement, to the fulfilment of the conditions relating to the allotment and 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 Seller (or a wholly-owned subsidiary of the Guarantor) in accordance with the terms and conditions of the Amended and Restated Share Purchase Agreement.

Signature(s)[6]

2016

Dated this

day of

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

  2. 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 the name of the holder(s).

  3. If any proxy other than the Chairman of the meeting is preferred, please delete the words ‘‘the Chairman of the special general meeting or any adjournment thereof of the Company (‘‘SGM’’)’’ 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: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘✓’’) IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘✓’’) IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick a box in respect of any resolution will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. In order 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 authority, must be deposited at the Hong Kong Branch Share Registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting (or any adjournment thereof).

  6. This form of proxy must be signed by the shareholder or his attorney duly authorised in writing. If the shareholder is a company, it should execute this form of proxy under its common seal or by the signature(s) of (a) person(s) authorised to sign on its behalf.

  7. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint shareholding.

  8. The proxy need not be a shareholder of the Company but must attend the meeting (or any adjournment thereof) in person to represent you.

  9. For identification purposes only