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Come Sure Group (Holdings) Limited Proxy Solicitation & Information Statement 2009

Sep 8, 2009

49468_rns_2009-09-08_4d562534-2d7f-4b1b-bc3a-88fa452b70fc.pdf

Proxy Solicitation & Information Statement

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COME SURE GROUP (HOLDINGS) LIMITED 錦勝集團(控股)有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 00794)

Proxy Form for Extraordinary General Meeting

I/We [(note][1)] of

(note 2) ordinary share(s) of HK$0.01 each in the capital of Come

being the registered holder(s) of Sure Group (Holdings) Limited (the “ Company ”) HEREBY APPOINT [(note][3)]

of

or

failing him/her, the chairman of the meeting as my/our proxy to act for me/us at the Extraordinary General Meeting (the “Meeting”) (or at any adjournment thereof) of the Company to be held at 12:00 noon on 25 September 2009 (Friday) at Unit 3203, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendment, the resolution set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

  • ORDINARY RESOLUTION [(note][4)] For [(note][5)] Against [(note][5)]

    1. To approve, confirm and ratify the sale and purchase agreement dated 17 August 2009 entered into between Jumbo Match Limited, as vender and April Lion King Limited, as purchaser and the transactions contemplated thereunder, and to authorize any one director to execute any documents or take any acts as he may consider necessary in order to implement or give effect to the sale and purchase agreement.

Dated this day of 2009 Signature(s) [(note][6)] :

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  3. If any proxy other than the chairman of the meeting is preferred, strike out the words “or failing him/her, the chairman of the meeting” herein stated and insert the name and address of the proxy desired in the space provided in BLOCK CAPITALS. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the Meeting in person to represent you. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting (or any adjournment thereof) if you so wish.

  4. The description of the resolution is by way of summary only. The full text appears in the notice of the Meeting.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX IN THE COLUMN MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX IN THE COLUMN MARKED “AGAINST”. Failure to complete the 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 resolution properly put to the Meeting (or any adjournment thereof) other than those referred to in the notice convening the Meeting.

  6. This form of proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorized to sign this form on behalf of the corporation without further evidence of the fact.

  7. Any member entitled to attend and vote at the meeting of the Company is entitled to appoint another person as his proxy to attend and vote instead of him. A member may appoint a proxy in respect of only part of his holding of shares in the Company. A proxy need not be a member of the Company.

  8. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the meeting or adjourned meeting, not less than forty-eight (48) hours before the time appointed for the taking of the poll and in default this form of proxy shall not be treated as valid.

  9. Delivery of this form of proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, this form of proxy shall be deemed to be revoked.

  10. Where there are joint holders of any share any one of such joint holders may vote, either in person 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 of the Company in respect of the joint holding.

  11. The notice of the Meeting is set out in the Company’s circular dated 9 September 2009.

* for identification purpose only