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CSC Holdings Limited Proxy Solicitation & Information Statement 2016

Mar 8, 2016

49056_rns_2016-03-08_f095e024-70ff-4d0f-b9f3-ae8eddf2d8d3.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 00138)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON TUESDAY, 29 MARCH 2016 OR ANY ADJOURNMENT THEREOF (THE ‘‘SGM’’)

I/We[1]

of

being the registered holder(s) of[2]

share(s) (the ‘‘Share(s)’’) of

HK$0.10 each in the share capital of CCT Fortis Holdings Limited (the ‘‘Company’’), hereby appoint THE CHAIRMAN OF THE SGM[3] ,

or

of

as my/our proxy to attend and act for me/us and on my/our behalf at the SGM to be held at 31/F., Fortis Tower, 77–79 Gloucester Road, Hong Kong on Tuesday, 29 March 2016 at 9:00 a.m. or at any adjournment thereof (as the case may be) for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the SGM (the ‘‘Notice’’) and at the SGM 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. My/Our proxy will also be entitled to vote on any matter properly put to the SGM in such manner as he/she thinks fit.

ORDINARY RESOLUTION[5] FOR[4] AGAINST[4]

THAT:

(a) to approve, ratify and confirm the entering into and execution of the Agreement by the Company; (b) to approve the Acquisition and any other transactions contemplated under the Agreement; (c) to approve the creation and issue by the Company of the Convertible Bonds; (d) to grant the specific mandate to the Directors to exercise the powers of the Company to allot and issue the Conversion Shares; and (e) to authorise any one Director, or any two Directors if the affixation of the common seal is necessary, to execute documents and to do all such acts or things on behalf of the Company in connection with the Agreement, the Acquisition, the issue of the Convertible Bonds and the allotment and issue of the new shares of the Company upon conversion of the Convertible Bonds (details of the resolution as set out in the Notice).

Signature[6]

Dated

Notes:

  1. Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

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

  3. If any proxy other than the chairman of the SGM is preferred, please strike out the words ‘‘THE CHAIRMAN OF THE SGM’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK(P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES ‘‘FOR’’ AND SOME OF YOUR VOTES ‘‘AGAINST’’ A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES). Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. Full text of the resolution appears in the Notice incorporated in the circular of the Company dated 9 March 2016.

  6. 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 either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.

  7. In the case of joint registered holders of any Share(s), any one of such persons may vote at the SGM, either in person 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 SGM in person or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.

  8. In order to be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof (as the case may be).

  9. A proxy need not be a shareholder of the Company but must attend the SGM in person to represent you.

  10. Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the SGM if you so wish. If you attend and vote at the SGM in person, the authority of your proxy will be revoked.

  11. Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 9 March 2016, unless the context requires otherwise.