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Comba Telecom Systems Holdings Limited Proxy Solicitation & Information Statement 2006

May 2, 2006

50537_rns_2006-05-02_ca6fb94c-666d-4e41-a68f-7a6322d1ca6b.pdf

Proxy Solicitation & Information Statement

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==> picture [205 x 62] intentionally omitted <==

FORM OF PROXY FOR 2006 ANNUAL GENERAL MEETING

I/We [(Note 1)]

of

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

share(s) of HK$0.01 each in the share capital of GFT

Holdings Limited (the “Company”) HEREBY APPOINT the chairman of the meeting or [(Note 3)]

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (or any adjournment thereof) of the Company to be held at Ming Room I, 4/F, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on 20 June 2006, Tuesday, at 3:30 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening such meeting or, if no such indication is given, as my/our proxy thinks fit.

RESOLUTIONS FOR(Note 4) AGAINST(Note 4)
1. To receive and consider the audited financial statements and the reports of the
directors and auditors for the year ended 31 December 2005
2.1 (a)
To re-elect Mr. Leung Wai Ho as a director
(b)
To re-elect Mr. Wong Chung Shun as a director
2.2 To authorise the board of directors to fix their remuneration
3. To re-appoint Messrs. Deloitte Touche Tohmatsu as auditors and to authorise the
board of directors to fix their remuneration
4. To grant a general mandate to the directors to issue, allot and deal with additional
shares of the Company
5. To grant a general mandate to the directors to purchase shares of the Company
6. To extend the general mandate granted to the directors to issue, allot and deal with
additional shares in resolution no. 4 by the number of share repurchased
7. To approve the refreshment of the limit on the grant of options under the share
option scheme of the Company

Dated this day of 2006 Signature(s) [(Note 5)] :

Notes:

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

  • Please insert the number of shares 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).

  • If any proxy other than the chairman is preferred, strike out “the chairman of the meeting” 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 WHO SIGNS IT.

  • IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick either box will entitle your proxy to cast your vote at his discretion. Your proxy will also be entitled to vote at his discretion on any other resolution properly put to the meeting.

  • This form of proxy must be signed by you or your attorney duly authorised in writing or in the case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised in writing.

  • In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be deposited at the head office and principal place of business of the Company at Unit A9, 3/F, Block A, Hong Kong Industrial Center, 489-491 Castle Peak Road, Kowloon, Hong Kong not less than 48 hours before the time of the Meeting or any adjournment thereof.

  • In the case of joint holders, any one of such joint holders may vote at the Meeting, either personally or by proxy, but if more than one of the joint holders are present at the Meeting personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the relevant share shall alone be entitled to vote in respect thereof.

  • The proxy need not be a member of the Company but must attend the Meeting in person to represent you. Completion and deposit of the form of proxy, however, will not preclude you from attending and voting at the Meeting if you so wish.

* For identification purpose only