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China Pipe Group Limited Proxy Solicitation & Information Statement 2021

Jan 20, 2021

49175_rns_2021-01-20_00fb855a-6ce9-47fb-9aa6-ce5399586501.pdf

Proxy Solicitation & Information Statement

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DAPHNE INTERNATIONAL HOLDINGS LIMITED 達 芙 妮 國 際 控 股 有 限 公 司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 210)

Form of Proxy for Extraordinary General Meeting to be held on Friday, 5 February 2021 (and at any adjournment thereof)

I/We [(Note 1)] of being the registered holder(s) of [(Note 2)] share(s) of HK$0.10 each in the capital of Daphne International Holdings Limited (the “ Company ”), HEREBY APPOINT the Chairman of the Meeting or [(Note 3)]

share(s) of HK$0.10 each in the capital of Daphne

of

as my/our proxy to attend and act for me/us at the Extraordinary General Meeting (the “ Meeting ”) (and at any adjournment thereof) of the Company to be held at Unit 1603-1604, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Friday, 5 February 2021 at 3:00 p.m. for the purpose of considering and, if thought fit, passing the resolution as set out in the notice of the Meeting and at such Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolution as indicated below:

ORDINARY RESOLUTION(Note 11) ORDINARY RESOLUTION(Note 11) FOR(Note 4) AGAINST(Note 4)
1. (a)the agreement entered into between Dasheng Footwear Co., Ltd., PutianCity* (莆田市大盛鞋業有限公司) (“Dasheng”) and Putian City LichengDistrict People’s Government* (莆田市荔城區人民政府) (“PutianLicheng Government”) dated 1 January 2021 (the “Land ResumptionAgreement”) and the resumption by Putian Licheng Government, andthe surrender by Dasheng of certain land and properties in considerationof an aggregate compensation of RMB110,219,093 payable by PutianLicheng Government Putian Licheng Government to Dasheng (the“Land Resumption”) pursuant to the terms and conditions of the LandResumption Agreement be and are hereby approved, confirmed andratified; and(b)any director of the Company be and are hereby authorized for and onbehalf of the Company to execute all such other documents andagreements and do all such acts and things as he may in his absolutediscretion consider to be necessary, desirable, appropriate or expedientto implement and/or give effect to the Land Resumption Agreement andthe Land Resumption and all matters incidental or ancillary thereto.

Dated this 2021 Signature(s) [(Note 5)]

Notes:

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

  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 of the Meeting is preferred, strike out “the Chairman of the 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 resolution, please tick the appropriate box marked “ FOR ”. If you wish to vote against the resolution, please tick the appropriate box marked “ AGAINST ”. Failure to complete the box 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 the 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 authorised 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 branch share registrar in Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time of the Meeting or any adjournment thereof (as the case may be).

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

  8. Whether or not you attend or present at the 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.

  9. In view of the COVID-19 pandemic, Shareholders may consider appointing the Chairman of the Meeting as his/her proxy to vote on the resolutions, instead of attending the Meeting in person.

  10. Notice convening the Meeting is contained in the circular issued by the Company dated 21 January 2021 which is sent to the shareholders of the Company together with this form of proxy.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing to the Company or Tricor Secretaries Limited at the above address for the attention of Privacy Compliance Officer.

  • for identification purpose only