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CWT International Limited Proxy Solicitation & Information Statement 2014

Apr 24, 2014

49269_rns_2014-04-24_1eec8dee-2417-4621-8776-067c922bb83b.pdf

Proxy Solicitation & Information Statement

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SINOFERT HOLDINGS LIMITED 中化化肥控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 297)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

Form of proxy for use by shareholders at the special general meeting (the “Meeting”) of Sinofert Holdings Limited (the “Company”) to be held at Chief Executive Suite I, 5th Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on 15 May 2014 at 10:15 a.m. (or immediately after the conclusion or adjournment of the annual general meeting of the Company scheduled to be convened on the same day at 10:00 a.m. at the same venue, whichever is the later).

I/We [(Note][a)] ,

of

being the registered holder(s) of ordinary shares [(Note][b)] of HK$0.10 each in the capital of the

Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or [(Note][c)] of

as my/our proxy to vote and act for me/us at the Meeting and at any adjourned meeting as directed below or, if no such indication is given, as my/our proxy thinks fit [(Note][d)] .

  • ORDINARY RESOLUTION FOR [(Note][d)] AGAINST [(Note][d)]

    1. To approve the transactions contemplated under the Sulphur Import Framework Agreement (as defined and described in the circular to the shareholders of the Company dated 25 April 2014), the proposed revised annual caps relating thereto and associated matters [(Note][e)] .

Dated this day of 2014

Shareholder’s signature [(Notes][f][and][g)]

Notes:

  • (a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  • (b) 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 in the Company registered in your name(s).

  • (c) If any proxy other than the Chairman is preferred, strike out “the Chairman of the Meeting or” 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.

  • (d) IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick any box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  • (e) The full text of this resolution appears in the notice of the Meeting dated 25 April 2014.

  • (f) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  • (g) Where there are joint registered holders of share(s) of the Company, any one of such holders may vote at the Meeting either personally or by proxy in respect of such share(s) as if he were solely entitled thereto, but if more than one of such holders be present at the Meeting personally or by proxy, that one of such holders so present whose name stands first on the register of members of the Company in respect of such share(s) shall alone be entitled to vote in respect thereof.

  • (h) To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Secretaries Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof. Completion and return of the form of proxy as instructed will not preclude you from subsequently attending and voting at the Meeting or any adjourned meeting if you so wish. In the event that you attend the Meeting after having lodged this form of proxy, the form of proxy will be deemed to have been revoked.

(i) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  • For identification purposes only