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Comba Telecom Systems Holdings Limited Proxy Solicitation & Information Statement 2023

Aug 28, 2023

50537_rns_2023-08-28_6004bd54-d7bd-4a7c-a421-4efcc7639a0f.pdf

Proxy Solicitation & Information Statement

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COMBA TELECOM SYSTEMS HOLDINGS LIMITED 京信通信系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Hong Kong Stock Code: 2342)

(Singapore Stock Code: STC)

PROXY FORM

Proxy form for use by the shareholders (the “Shareholder(s)”) of Comba Telecom Systems Holdings Limited (the “Company”) at the extraordinary general meeting (the “Meeting”) to be convened at Unit 611, Building 8W, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Thursday, 14 September 2023 at 11:00 a.m. (Hong Kong time) (or any adjournment thereof). I/We (note a)

of

(note b)

being the holder(s) of (note b) ordinary shares (the “ Shares ”) of HK$0.10 each in the share capital of the Company hereby appoint the chairman (the “ Chairman ”) of the Meeting or

of

to act as my/our proxy (note c) at the Meeting to be held at Unit 611, Building 8W, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Thursday, 14 September 2023 at 11:00 a.m. (Hong Kong time) and at any adjournment thereof and to vote on my/our behalf as directed below.

Please (“✔”) the appropriate box to indicate how you wish your vote(s) to be cast (note d) .

ORDINARY RESOLUTION#
FOR
AGAINST
1.
(a)
To approve the spin-off of 京信網絡系統股份有限公司(Comba Network
Systems Company Limited) (the “Spin-off Co”), currently an indirect
non-wholly owned subsidiary of the Company, and a separate listing of the
ordinary shares of the Spin-off Co on the Shanghai Stock Exchange in the
People’s Republic of China (the “Proposed Spin-off”); and
(b)
to authorize any director of the Company on behalf of the Company to do all
such acts and sign or execute all such documents and to enter into all such
transactions and arrangements as such director may in his/her opinion
consider necessary, appropriate or desirable for the purpose of implementing
and giving effect to the Proposed Spin-off.

The full text of the resolution is set out in the notice convening the Meeting.

  • Dated the day of 2023 Shareholder’s signature X X (notes e, f, g, h and i) Notes: a. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS . b. Please insert the number of Shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the Shares registered in your name(s).

  • c. A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman as your proxy, please delete the words “the chairman(the “ Chairman ”) of the Meeting or” and insert the name and address of the person appointed as proxy in the space provided.

  • d. If you wish to vote for the resolution set out above, please tick (“✔”) the box marked “For”. If you wish to vote against the resolution set out above, please tick (“✔”) the box marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his/her discretion in respect of the resolution. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this form may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. The form must be signed by a Shareholder, or his/her attorney duly authorized in writing, or if the Shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorized.

  • g. To be valid, this form together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited to the Company’s Hong Kong branch share registrar and transfer office, Computershare Hong Kong Investor Services Limited at 17M/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than Tuesday, 12 September 2023 at 11:00 a.m. (Hong Kong time) or not less than 48 hours before the time appointed for holding of any adjourned meeting.

  • h. Any alteration made to this form should be initialled by the person who signs the form.

  • i. Completion and delivery of this form will not preclude you from attending in person and voting at the Meeting or any adjourned meeting should you so wish. In such event, this form shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Personal Data ” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“instructions PDPO ”), whichas statedincludein thisyourformand(theyour“ Purposes proxy’s”).nameIf youandfailaddress.to supplyYoursufficientsupplyinformation,of the Personalthe CompanyData is onmaya voluntarynot be ablebasisto processand foryourthe purposeinstructions.of processingThe Companyyour may disclose or transfer the Personal Data to its subsidiaries, its share registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at the above address.