AI assistant
Comtec Solar Systems Group Limited — Proxy Solicitation & Information Statement 2016
Apr 19, 2016
49415_rns_2016-04-19_96c909ea-8fd4-4f18-9aab-bcb8c3767020.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [63 x 62] intentionally omitted <==
SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技(控股)有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock code: 00365)
Proxy Form for use at the Special General Meeting to be held on Monday, 9 May 2016 at 11:00 a.m.
I/We [(note][1)]
of
being the registered holder(s) of (note 2) shares(s) in Sun East Technology (Holdings) Limited (the “ Company ”), HEREBY APPOINT [(note][3)] of
or failing him, the Chairman of the Special General
Meeting of the Company (the “ Meeting ”) to act as my/our proxy to attend and vote for me/us and on my/our behalf at the Meeting to be held at Monet Room B, Basement 1, InterContinental Grand Standford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Monday, 9 Maythe notice2016 conveningat 11:00 a.m.,the Meetingor any adjournment(the “ Notice ”)thereof,as hereunderfor the indicated,purpose ofandconsideringif no suchand,indicationif thoughtis given,fit, passingas my/ourthe proposedproxy thinksresolutionfit and ason setanyoutotherin resolution(s) properly put to the Meeting.
| AS ORDINARY RESOLUTIONS (note 4) | For (note 5) | Against (note 5) | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. | (a) | To approve the UNISTECH Subscription as set out in the Notice.# | ||||||||
| (b) | To approve the RG Subscription as set out in the Notice.# | |||||||||
| (c) | To approve the Chen Subscription as set out in the Notice.# | |||||||||
| (d) | To approve the grant of the Specific Mandate as set out in the Notice.# | |||||||||
| (e) | To authorise the Directors to do all acts and execute all documents to give effect to the Subscriptions as set out in the Notice.# |
|||||||||
| 2. | (a) | To approve, subject to passing of the ordinary resolution 1(a) above and | the | |||||||
| fulfillment or waiver of the conditions precedent set out in the UNISTECH | ||||||||||
| Subscription Agreement, the appointment of the following candidates | as | |||||||||
| Directors with effect from the date of despatch of the composite offer | and | |||||||||
| response document (the “Composite Document”) to be jointly despatched by | ||||||||||
| the Offeror and the Company in relation to the unconditional mandatory cash | ||||||||||
| offer to be made by Quam Securities Company Limited on behalf of | the | |||||||||
| Offeror to acquire all the issued shares of the Company (the “Offer”) | ||||||||||
| (i) Mr. Qi Lian as the executive Director. |
||||||||||
| (ii) Mr. Xia Yuan as the executive Director. |
||||||||||
| (b) | To authorise the Board to fix the remuneration of Mr. Qi Lian and Mr. | Xia | ||||||||
| Yuan. | ||||||||||
| 3. | (a) | To approve, subject to passing of the ordinary resolution 1(a) above, | the | |||||||
| fulfillment or waiver of the conditions precedent set out in the UNISTECH | ||||||||||
| Subscription Agreement and the completion of the Offer, the appointment | of | |||||||||
| Mr. Zhang Yonghong as the executive Director with effect from |
the | |||||||||
| completion of the Offer. | ||||||||||
| (b) | To authorise the Board to fix the remuneration of Mr. Zhang Yonghong. |
The full text of the resolutions is set out in the Notice.
Dated the
Signature(s) [(note][6)] :
Notes:–
-
Full name(s) and address(s) (as shown in the register of shareholders) to be inserted in BLOCK CAPITALS . All joint holders should be stated.
-
Please insert the number of shares of HK$0.10 each in the capital 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 in the capital of the Company registered in your name(s).
-
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. The proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.
-
The description of this resolution is by way of summary only. The full text appears in the Notice.
-
IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX MARKED “AGAINST”. Failure to tick the box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/ her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.
-
This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of any officer or other person duly authorized in writing.
-
Where there are joint holders of any share(s) of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share(s) as if he/ she were solely entitled thereto; but if more than one of such joint holders are present at the Meeting personally or by proxy, the vote of the senior (meaning the person whose name stands first on the register of members of the Company in respect of such share(s)) shall be accepted to the exclusion of the votes of the other joint holder(s). Only one of the joint holders needs to sign.
-
To be valid, this form of proxy together with a 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 office of the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the Meeting or any adjournment thereof.
-
ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
-
Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. In the event that you, having lodged this form of proxy, attend the Meeting, this form of proxy will be deemed to have been revoked.
-
The Hong Kong branch register of members of the Company will be closed on 9 May 2016, Monday, for the purposes of determining the entitlements of the members of the Company to attend and vote at the SGM. No transfers of Shares may be registered on that day. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 6 May 2016, Friday.
* for identification purposes only