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Convenience Retail Asia Limited — Proxy Solicitation & Information Statement 2020
Jan 23, 2020
49496_rns_2020-01-23_f2e27f4f-64b0-4527-ba11-a0e800a4ef33.pdf
Proxy Solicitation & Information Statement
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(Incorporated in Hong Kong with limited liability) (Stock Code: 420)
FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 14 FEBRUARY 2020, AT 9:30 A.M. (OR AT ANY ADJOURNMENT THEREOF)
(note 2) (note 2),,
I/We (Name) of (Address) (note 2),, being a registered holder(s) of (note 3) ordinary shares in the share capital of Fountain Set (Holdings) Limited (the ‘‘Company’’ and the ‘‘Shares’’, respectively), HEREBY APPOINT (Name) (note 4) of (Address) (note 4), or failing him/her, the Chairman of the EGM (as defined below) as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the ‘‘EGM’’) to be held at Block A, 6th Floor, Eastern Sea Industrial Building, 29-39 Kwai Cheong Road, Kwai Chung, New Territories, Hong Kong on Friday, 14 February 2020 at 9:30 a.m. at its adjournment and to vote on my/our behalf as indicated below or, if no such indication is given, as my/our proxy thinks fit in respect of the resolution set out in the notice convening the EGM dated 24 January 2020 (or at any adjournment thereof) (the ‘‘EGM Notice’’).
(note 3) ordinary shares in the share capital of Fountain Set (Holdings) Limited (note 4)
ORDINARY RESOLUTION FOR[(note][5)] AGAINST[(note][5)]
To approve, confirm and ratify the 2022 Purchase Framework Agreement (as defined in the circular of the Company dated 24 January 2020 (the ‘‘Circular’’)) and the transactions contemplated thereunder (including the Purchase Annual Cap (as defined in the Circular) and to generally and unconditionally authorise any one director of the Company (the ‘‘Director’’) to do all such acts and things, to sign and execute all such further documents for and on behalf of the Company by hand, or in case of execution of documents under seal, to do so jointly with any of a second Director, a duly authorised representative of the Director or the company secretary of the Company and to take such steps as he may in his absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the 2022 Purchase Framework Agreement and the transactions contemplated thereunder (including the Purchase Annual Cap).
Date
Signature[(note][6)]
NOTES:
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The resolution set out in the EGM Notice will be put to vote by way of a poll.
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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 registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the Shares 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 EGM WILL ACT AS YOUR PROXY.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX under ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX under ‘‘AGAINST’’. Failure to complete the boxes will entitle your proxy to exercise his/her discretion to vote for or against, or abstain from voting on, the resolution set out in the EGM Notice. Your proxy will also be entitled to exercise his/her discretion to vote for or against, or abstain from voting on, any resolution properly put to the EGM other than those referred to in the EGM Notice.
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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, must be executed either under its common seal or under the hand of an officer or attorney duly authorised.
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In the case of joint holders, any one of such joint holders may attend and vote at the EGM, but if more than one of the joint holders are present at the EGM personally or by proxy, that one of the said persons whose name stands first on the register of members in respect of the joint holding will alone be entitled to vote in respect thereof.
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Indepositedorder to atbethevalid,Companythis form’s shareof proxyregistrar,togetherBoardroomwith the powerShare ofRegistrarsattorney (HK)or otherLimitedauthorityat Room(if any)2103B,under21/F.,which148it isElectricsigned Road,or a notariallyNorth Point,certifiedHongcopyKong,of thatas soonpowerasorpossibleauthority,butmustin anybe event not less than 48 hours (excluding any public holiday in Hong Kong) before the time appointed for holding the EGM or its adjournment.
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A member of the Company (the ‘‘Member’’) entitled to attend and vote at the EGM is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy to attend and to vote instead of him/her/it. A proxy need not be a Member.
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Completion and return of the form of proxy will not preclude a Member from attending and voting in person at the EGM convened or its adjournment and in such event, the authority of the proxy shall be deemed to be revoked.
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Any alterations made in this form of proxy must be initialed by the person who signs it.
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For a full text of the proposed resolution, please refer to the EGM Notice as contained in the Company’s circular dated 24 January 2020.
PERSONAL INFORMATION COLLECTION STATEMENT
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(i) ‘‘Personal Data’’ in these statements has the same meaning as ‘‘personal data’’ in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the ‘‘PDPO’’).
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(ii) Your supply of Personal Data to the Company is on a voluntary basis and is used for processing your instructions and/or requests as stated in this form of proxy.
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(iii) orderYour Personalor a law Dataenforcementwill not beagencytransferred’s requestto otherand willthirdbepartiesretained(otherfor suchthan periodthe shareas mayregistrarbe necessaryof the Company)for our verificationunless it is aandrequirementrecord purposes.to do so by law, for example, in response to a court
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(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request should be in writing addressed to the Personal Data Privacy Officer of Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong.