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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Proxy Solicitation & Information Statement 2014

Nov 17, 2014

49495_rns_2014-11-17_b27decc9-164c-4154-9dab-22f37ed76bb3.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code : 830)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 DECEMBER 2014

I/We [(Note][1)]

of

being the registered holder(s) of [(Note][2)]

ordinary shares (the “ Shares ”) of HK$0.01 each in the share capital of Far East

Global Group Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or

of

asCommercial Tower,my/our proxy to No.attend8 Sun Yipand actStreet,for me/usChai Wan,and onHongmy/ourKongbehalfon Friday,at the12extraordinaryDecember 2014generalat 10:00meetinga.m. (andof theat Companyany adjournmentto be heldthereof)at 16th(theFloor,“ Meeting Eight”) for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of such resolutions as hereunder indicated, or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS FOR [(Note][4)] AGAINST [(Note][4)] 1. Todefinedapprove,in theconfirmcircularand ofratifythe theCompanyNew FE-CSCECLdated 18 NovemberSub-construction2014 Engagement(the “ Circular Agreement”)) and the(as transactions contemplated thereunder and the implementation thereof; to approve the CSCECL Works Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; and to authorise any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New FE-CSCECL Sub-construction Engagement Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon

  1. To approve, confirm and ratify the New FE-CSC Sub-construction Engagement Agreement (as defined in the Circular) and the transactions contemplated thereunder and the implementation thereof; to approve the CSC Works Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; and to authorise any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New FE-CSC Sub-construction Engagement Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon

  2. To approve, confirm and ratify the New FE-CSC Operational Services Agreement (as defined in the Circular) and the transactions contemplated thereunder and the implementation thereof; to approve the Mechanical and Electrical Engineering Works Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; to approve the Machineries Leasing Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; to approve the Insurance Services Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; to approve the Supply of Building Materials Cap (as defined in the Circular) for the period between 1 January 2015 and 31 December 2017; and to authorise any one director of the Company (or any two directors of the Company or one director and the secretary of the Company, in the case of execution of documents under seal) for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the New FE-CSC Operational Services Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon.

Dated this

day of

2014 Signature(s) [(Note][5)]

Notes:

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

  2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares 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” 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 . IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY.

  4. IMPORTANT: If you wish to vote for a resolution, tick in the box marked “For”. If you wish to vote against a resolution, tick in the box marked “Against”. If no direction is given, your proxy may vote or abstain as he/she thinks fit. 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 convening 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, must be either executed under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  6. Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint one or more proxies (who must be an individual) to attend and vote instead of him. A proxy need not be a member of the Company.

  7. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority, (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote.

  8. Where there are joint registered holders of any Share, any one of such persons may vote at any 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 be present at any meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders stand on the register in respect of the relevant joint holding.

  9. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting or poll concerned and, in such event, the instrument appointing a proxy shall be deemed to be revoked.