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Chinasoft International Limited Proxy Solicitation & Information Statement 2019

Aug 16, 2019

49152_rns_2019-08-16_cb0a6684-d8f9-4d2f-b894-2db3fcf18822.pdf

Proxy Solicitation & Information Statement

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Aberdeen Restaurant Enterprises Limited (Incorporated in Hong Kong with limited liability)

FORM OF PROXY FOR THE COURT MEETING ON 12 SEPTEMBER 2019

(OR ANY ADJOURNMENT THEREOF)

Form of proxy for the meeting of the registered holders of the shares of the Company (other than those held by Melco Leisure and Entertainment Group Limited, Melco Services Limited and Melco (Nominees) Limited) (the “ Scheme Shares ”) convened at the direction of the High Court of the Hong Kong Special Administrative Region on Thursday, 12 September 2019 at 2:00 p.m. (or any adjournment thereof) (the “ Court Meeting ”)

IN THE HIGH COURT OF THE HONG KONG SPECIAL ADMINISTRATIVE REGION, COURT OF FIRST INSTANCE, MISCELLANEOUS PROCEEDINGS NO. 1032 OF 2019

In the Matter of ABERDEEN RESTAURANT ENTERPRISES LIMITED (the “ Company ”) and In the Matter of the Companies Ordinance, Chapter 622 of the Laws of the Hong Kong Special Administrative Region I/We[1] of being the registered holder(s) of Class A / Class B[2] ordinary shares of the Company HEREBY APPOINT[3] THE CHAIRMAN OF THE MEETING or of as my/our proxy to attend, act and vote on my/our behalf as directed below at the Court Meeting to be held at the Jumbo Floating Restaurant, Shum Wan Pier Drive, Wong Chuk Hang, Aberdeen, Hong Kong on Thursday, 12 September 2019 at 2:00 p.m. for the purpose of considering and, if thought fit, approving (with or without modification) the scheme of arrangement proposed to be made between the Company and the holders of the Scheme Shares, as referred to in the Notice convening the Court Meeting (the “ Scheme ”) and at such Court Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) for the Scheme (with or without modification, as my/our proxy may approve) or against the Scheme as indicated below and, if no such indication is given, as my/our proxy thinks fit.

FOR the Scheme4 FOR the Scheme4 AGAINST t he Scheme4
Dated this
day of
, 2019
Shareholder’s signature5:
Notes:
1.
Please insert full name(s) and address(es) inBLOCK CAPITALS.
2.
Please delete as appropriate and insert the number of Class A or Class B ordinary shares registered in your name(s) and to which this form of
proxy relates. If no number is inserted, the form of proxy will be deemed to relate to all the shares of the Company registered in your name(s)
(whether alone or jointly with others).
3.
If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETINGor” and insert the name and address of
the proxy desired in the space provided inBLOCK CAPITALS. Any alteration made to this form of proxy must be initialled by the person
who signs it. A proxy need not be a member of the Company but must be present in person to represent the member.
4.
IMPORTANT: IF YOU WISH TO VOTE FOR THE SCHEME, PLEASE TICK THE BOX BELOW THE BOX MARKED “FOR the
Scheme”. IF YOU WISH TO VOTE AGAINST THE SCHEME, PLEASE TICK THE BOX BELOW THE BOX MARKED “AGAINST
the Scheme”. Failure to tick either box will entitle your proxy to cast your vote or to abstain at his discretion. Your proxy will also be entitled
to vote at his discretion on any resolution properly put to the Court 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, this form of proxy must
be under its common seal or under the hand of an officer or attorney duly authorised.
6.
If more than one of the joint holders be present at the Court Meeting personally or by proxy, that one of the said persons so present whose
name stands first on the register of shareholders in respect of the relevant shares shall alone be entitled to vote in respect thereof.
7.
In order to be valid, this form of proxy, must either by signed by the shareholder of the Company appointing the proxy, or accompanied by
written evidence to the satisfaction of directors of the Company of the authority of the person who executed the appointment to execute it on
behalf of the shareholder of the Company appointing the proxy, and must be deposited with the Company Secretary of the Company, at 38th
Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the
Court Meeting or any adjournment thereof. If this form of proxy is not so lodged, it may be returned by facsimile at (852) 3162 3579 (marked
for the attention of “the Company Secretary”) up to the time of the Court Meeting or it may be handed to the chairman of the Court Meeting at
the Court Meeting.
8.
Completion and return of this form of proxy will not preclude you from attending and voting in person at the Court Meeting if you so wish,
and in such event, the form of proxy shall be deemed to be revoked.
9.
Where there are joint holders of any share in the Company, any one of such joint holders may vote at the Court Meeting, either personally or
by proxy, in respect of such share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the Court
Meeting personally or by proxy, only the vote of that one of the said persons so present whose name stands first on the register of members of
the Company in respect of such share may be counted.
10.
If a tropical cyclone warning signal No. 8 or above is or is expected to be hoisted or a black rainstorm warning signal is or is expected to be in
force at any time after 7:00 a.m. on the date of the Court Meeting, the Court Meeting will be postponed. Shareholders of the Company will be
notified of the date, time and venue of the rescheduled meeting in accordance with the articles of association of the Company and an
announcement will be published on the respective websites of the Securities and Futures Commission, The Stock Exchange of Hong Kong
Limited and Melco International Development Limited.
You should make your own decision as to whether you would attend the Court Meeting under bad weather conditions bearing in mind your
own situation and if you should choose to do so, you are advised to exercise care and caution.
PERSONAL INFORMATION COLLECTION STATEMENT
  • (i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“ PDPO ”).

  • (ii) Your Personal Data provided in this form of proxy will be used in connection with processing your request for the appointment of a proxy to attend, act and vote on your behalf as directed above at the Court Meeting. Your Personal Data is supplied to the Company on a voluntary basis. Failure to provide sufficient information may render the Company not able to process your instructions and/or request as stated in this form of proxy.

  • (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries and/or other companies or bodies for any of the stated purposes and retained for such period as may be necessary for verification and record purposes.

  • (iv) You have the right to access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing and sent to the Company Secretary of the Company, at 38th Floor, The Centrium, 60 Wyndham Street, Central, Hong Kong, not less than forty-eight (48) hours before the time appointed for holding the Court Meeting or any adjournment thereof.

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This proxy form is printed on environmentally friendly paper.