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China Pipe Group Limited Proxy Solicitation & Information Statement 2006

Apr 28, 2006

49175_rns_2006-04-28_71947b84-01e7-4b01-b020-93a765c1783c.pdf

Proxy Solicitation & Information Statement

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永恩國際集團有限公司 PRIME SUCCESS INTERNATIONAL GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 210)

FORM OF PROXY FOR ANNUAL GENERAL MEETING TO BE HELD ON FRIDAY, 19 MAY 2006

I/We (Note 1)

of being the registered holder(s) of

share(s) (Note 2) of HK$0.10 each in the capital of PRIME SUCCESS INTERNATIONAL GROUP LIMITED (the “Company”) hereby appoint the Chairman of the Annual General Meeting or (Note 3) of

as my/our proxy to attend and act for me/us at the Annual General Meeting (and any adjournment thereof) of the Company to be held at Ballroom, Level 3, JW Marriot Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 19 May 2006 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the ordinary resolutions and special resolution as set out in the notice of Annual General Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions as indicated below:

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FOR AGAINST
ORDINARY RESOLUTIONS
(Note 4) (Note 4)
1. To receive and consider the audited accounts and the Reports of the Directors
and the Auditors for the year ended 31 December 2005
2. To declare a final divided for the year ended 31 December 2005
3. (i) To re-elect Mr Chen Ying-Chieh as an executive director
(ii) To re-elect Mr Chen Hsien Min as an executive director
(iii) To authorise the Board of Directors to fix the directors’ remuneration
4. To re-appoint Messrs PricewaterhouseCoopers as auditors and to authorise
the Board of Directors to fix their remuneration
5A. To give a general mandate to the Directors to repurchase shares of the Company
5B. To give a general mandate to the Directors to allot and issue shares of the
Company
5C. To extend the general mandate granted to Directors to issue new shares under
resolution 5B by adding the number of shares repurchased by the Company
under resolution 5A
SPECIAL RESOLUTION
6. To approve the proposed amendments to the articles of association of the
Company
Dated this day of 2006 Signature(s) (Note 5)
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Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

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

  3. If any proxy other than the Chairman is preferred, strike out “the Chairman of the Annual General Meeting or” and insert the name and address of the desired proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice of Annual General Meeting.

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

  6. In the case of joint holders, this form of proxy must be signed by the shareholder whose name stands first in the register of members.

  7. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be deposited with the Company’s share registrar in Hong Kong, Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof (as the case may be).

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

  9. Whether or not you attend or present at the Annual General Meeting, you are requested to complete the form of proxy. The completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In such event, this form of proxy will be deemed to be revoked.