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Courage Investment Group Limited — Proxy Solicitation & Information Statement 2022
Mar 30, 2022
49723_rns_2022-03-30_2b813266-c6fa-40d6-8f7c-2a500c31321f.pdf
Proxy Solicitation & Information Statement
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COURAGE INVESTMENT GROUP LIMITED
(Incorporated in Bermuda with limited liability)
(Hong Kong Stock Code: 1145) (Singapore Stock Code: CIN)
SPECIAL GENERAL MEETING HONG KONG PROXY FORM
| I/We (Note 1), | (Name) | ||
|---|---|---|---|
| of | (Address) | ||
| being a shareholder/shareholders of | shares | (Note 2) | |
| of Courage Investment Group Limited 勇利投資集團有限公司(the “Company”) hereby appoint: | |||
| Name | Proportion of Shareholding(s) | ||
| to be represented | (Note 3) | ||
| Email Address | Number of | ||
| Share(s) | % | ||
| and/or (delete as appropriate) | |||
| Name | Proportion of Shareholding(s) | ||
| to be represented | (Note 3) | ||
| Email Address | Number of | ||
| Share(s) | % |
or failing him/her/them, the Chairman of the special general meeting of the Company (the “ SGM ”) as my/our proxy/ proxies to act for me/us and on my/our behalf at the SGM to be held with a combination of an in-room meeting at Room 2113, 21st Floor, Great Eagle Centre, 23 Harbour Road, Wanchai, Hong Kong and an online virtual meeting via electronic facilities at 11:00 a.m. on Thursday, 28 April 2022 and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the ordinary resolution(s) to be proposed at the SGM as set out in the notice dated 31 March 2022 convening the SGM (the “ Notice ”). If no specific directions as to voting are given, the proxy/proxies will vote or abstain from voting at his/her/their discretion, as he/she/they will on any other matter arising at the SGM and at any adjournment thereof.
Ordinary Resolution
| Number of VotesFor (Note 5) | Number of VotesAgainst (Note 5) |
|---|
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(i) To approve, confirm and ratify the disposal of a property (the “ Disposal ”) as contemplated under the conditional provisional agreement (the “ Provisional Agreement ”) dated 9 February 2022 and the conditional formal agreement for sale and purchase dated 14 March 2022 (the “ Formal Agreement ”) entered into between Courage Marine Property Investment Limited, an indirect whollyowned subsidiary of the Company, and Mutual Champion Investment Limited, and the transactions contemplated thereunder; and
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(ii) to authorise the directors of the Company to implement and take all such necessary steps and do all such acts and things and execute all such documents (including under seal, where applicable) which they consider necessary, desirable or expedient to give effect to the Disposal and to agree with such variation, amendment or waiver with respect to the Provisional Agreement and/or the Formal Agreement.
# Please refer to the Notice for the full text of the resolution. Capitalised terms used herein shall have the same meanings as those defined in the Notice.
Dated this date:
of
2022
Signature(s) of Shareholder(s)/or Common Seal of Corporate Shareholder
Notes:
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Full name(s) and address(es) are to be inserted in BLOCK CAPITALS .
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Please insert the number of shares of the Company registered under your name(s) and to which the proxy relates. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered under your name(s).
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A shareholder of the Company entitled to attend and vote at the SGM who holds two or more shares of the Company is entitled to appoint not more than two proxies to attend and vote on his/her/its behalf. A proxy need not be a shareholder of the Company. Where a shareholder of the Company appoints more than one proxy, he/she/it shall specify the proportion of his/her/its shareholdings to be represented by each proxy, failing which the nomination shall be deemed to be invalid.
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If you wish to appoint a proxy other than the Chairman of the SGM, please insert the name(s) and email address(es) of the person you wish to appoint in the space provided. Given the special arrangements adopted by the Company as set out in the section headed “SPECIAL ARRANGEMENTS FOR THE SGM” of the Company’s circular dated 31 March 2022, all shareholders (other than those who are required to attend the SGM physically to form a quorate meeting) who wish to appoint a proxy to attend and vote at the SGM are strongly encouraged to appoint the Chairman of the SGM as their proxy; for shareholders who are required to attend the SGM physically to form a quorate meeting, a senior management member and/or senior staff member of the Company shall be appointed as their proxy.
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Please note that if you would like to vote for a resolution, please put a tick (�) in the “For” column. If you would like to vote against a resolution, please put a tick (�) in the “Against” column. If you would like to vote in respect of some of the shares represented by proxy/proxies appointed, please insert the number of shares instead of a tick (�). If no tick (�) or a number of shares is put in any column, the proxy/proxies is/are authorised to vote at his/her/their discretion.
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The instrument appointing a proxy/proxies in case of an individual must be under the hand of the appointor or his/her attorney duly authorised in writing. In case of a shareholder which is a corporation, it must be executed either under its common seal or under the hand of its duly authorised officer or attorney. Any alternation made to this proxy form must be initialed by the person who signs it.
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Where an instrument appointing a proxy is signed on behalf of the appointor by an attorney, the letter or power of attorney or a duly certified copy thereof must (failing previous registration with the Company) be lodged with the instrument of proxy, failing which the instrument may be treated as invalid.
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The Company shall be entitled to reject the instrument appointing a proxy/proxies if it is incomplete, improperly completed, illegible or where the true intentions of the appointor are not ascertainable from the instructions of the appointor specified in the instrument appointing a proxy/proxies.
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To be valid, this proxy form, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be (a) deposited at the Company’s Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong or (b) submitted electronically via https://spot-emeeting.tricor.hk by using the username and the password provided on the accompanying notification letter sent to the shareholders by post on 31 March 2022, and in each case, as soon as possible and in any event not less than 48 hours before the time appointed for holding of the SGM or any adjourned meeting (as the case may be).
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A proxy need not be a shareholder of the Company and shall attend the SGM via electronic facilities to represent you (other than those who are required to attend the SGM physically to form a quorate meeting).
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Completion and return of this proxy form will not preclude you from attending and voting at the SGM if you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.
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In light of the continuing risks posed by the COVID-19 pandemic, the Company is adopting special arrangements in respect of the SGM (details are set out in the Company’s circular dated 31 March 2022). In particular, other than the minimum number of persons required under the Bye-laws of the Company to form a quorate meeting, together with a limited number of other attendees to ensure the proper conduct of the SGM , other shareholders, proxies or corporate representatives will not be able to attend the SGM in person in light of the continuing risks posed by the COVID-19 pandemic. Any person who attempts to do so will be excluded and will not be permitted entry to the venue of the SGM. Shareholders may attend, participate and vote at the SGM via electronic facilities, details of which are set out in the Company’s circular dated 31 March 2022.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s/proxies’ name(s), address(es) and email address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy/proxies and your voting instructions for the SGM (the “ Purposes ”). We may transfer your and your proxy’s/proxies’ name(s), address(es) and email address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. You and your proxy’s/proxies’ name(s), address(es) and email address(es) will be retained for such period as may be necessary to fulfill the Purposes. You/your proxy/proxies has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.