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CM Energy Tech Co., Ltd. — Proxy Solicitation & Information Statement 2018
Jan 18, 2018
49033_rns_2018-01-18_f0d82c37-3cd0-49da-8a20-b628c99989d5.pdf
Proxy Solicitation & Information Statement
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TSC Group Holdings Limited
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 206)
Form of Proxy for use at the extraordinary general meeting to be held on 5 February 2018 (or any adjournment thereof)
I/We[1] , of TSCbeingGroupthe HoldingsregisteredLimitedholder(s)(the “ Company of[2] ”), HEREBY APPOINT[3] of
shares of HK$0.10 each in the capital of
or“ Meeting failing”) (or at any adjournment thereof) of the Company to be held at 2/F, Pacific Room, Island Pacific Hotel, 152 Connaught Road West, Honghim/her, the Chairman of the meeting as my/our proxy to attend and act for me/us in the extraordinary general meeting (the Kong at 10:00 a.m. on Monday, 5 February 2018 for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the Meeting and at the Meeting (or any adjournment thereof), to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit.
| ORDINARY RESOLUTIONS FOR4 AGAINST4 1. To confirm, approve and ratify the entering into the Subscription Agreement and the transactions contemplated thereunder, including but not limited to the allotment and issue of the Subscription Shares and the granting of the Specific Mandate. 2. Subject to the passing of the ordinary resolution numbered 1 above, to approve the Whitewash Waiver and to authorise the Directors to do all such acts and things and execute all such documents to implement and/or give effect to the Whitewash Waiver. 3. To approve the appointment of Mr. Wang Hongyuan as an executive Director with effect from the completion of the Subscription and to authorise the Board to fix his remuneration. 4. To approve the appointment of Mr. Yang Guohui as an executive Director with effect from the completion of the Subscription and to authorise the Board to fix his remuneration. 5. To approve the appointment of Ms. Li Rong as non-executive Director with effect from the completion of the Subscription and to authorise the Board to fix her remuneration. |
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Signature(s)[5] : Dated this day of 2018
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of shares of HK$0.10 each 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 your name(s).
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Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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Important: If you wish to vote for any of the resolution, please indicate with a tick in the appropriate box marked “For”. If you wish to vote against any of the resolution, please indicate with a tick in the appropriate box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution 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 above.
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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 seal or under the hand of an officer or attorney duly authorised in writing.
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In the case of joint holders of any share, any one of such holders may vote at the 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 the Meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
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To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, must be deposited at the Company’s principal place of business in Hong Kong at Unit 03, 19/F, Bangkok Bank Building, No. 18 Bonham Strand West, Sheung Wan, Hong Kong, not less than 48 hours before the time appointed for the Meeting (i.e. at 10:00 a.m. on 3 February 2018) or any adjourned meeting. Completion and return of the form of proxy will not preclude shareholders from attending the Meeting and voting in person.
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Any alteration made to this form of proxy must be initialled by the person who signs it.
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A resolution put to vote at the Meeting is to be decided by way of a poll. On a poll, every member present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for every fully paid share held by him/her/it and a member entitled to more than one vote need not, if he/she/it votes, use all votes or cast all the votes he/she/it uses in the same way. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited at www.hkexnews.hk and the Company at www.t-s-c.com following the Meeting.
PERSONAL INFORMATION COLLECTION STATEMENT
proxyYour supply(or proxies)of yourandandyouryourvotingproxy’sinstructions(or proxies’)forname(s)the Meetingand address(es)of the Companyis on a(thevoluntary“ Purposes basis”).forWethemaypurposetransferof yourprocessingand youryourproxy’srequest(orforproxies’)the appointmentname(s) andof a address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized 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. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.”