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Du Du Holdings Limited Proxy Solicitation & Information Statement 2010

Dec 30, 2010

51353_rns_2010-12-30_47e6f0c0-cc50-465c-8fb6-7513202fa6a4.pdf

Proxy Solicitation & Information Statement

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China Natural Investment Company Limited 中國天然投資有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8250)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) to be held at 9:00 a.m. on Monday, 17 January 2011 at Chairman Room II, Level 2, Royal Park Hotel, 8 Pak Hok Ting Street, Shatin, New Territories, Hong Kong and any adjournment thereof.

I/We (note a)

o f

being the registered holder(s) of (note b)

shares of HK$0.05 each (“Shares”) in the share capital

of China Natural Investment Company Limited (the “Company”) HEREBY APPOINT the Chairman of the Meeting, or (notes c and h)

of

as my/our proxy to attend and act for me/us at the Meeting and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice convening the Meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

Please tick (“✓”) in the appropriate boxes to indicate how you wish your vote(s) in respect of the resolutions to be cast on a poll (note d) .

(note d). (note d). (note d).
Ordinary Resolutions For(note d) Against(note d)
1.
To approve the First Sale and Purchase Agreement and to authorise any
one director of the Company to do all things necessary for implementation
thereof.
2.
To approve the Second Sale and Purchase Agreement and to authorise any
one director of the Company to do all things necessary for implementation
thereof.
3.
To approve the SM Placing Agreement and the allotment and issue of the
SM Placing Shares, and to authorise any one director of the Company to
do all things necessaryfor implementation thereof.
4.
To approve the increase in authorised share capital of the Company and to
authorise any one director of the Company to do all things necessary for
implementation thereof.
Dated this
day of

2011

Shareholder’s signature: (notes e, f, g and h)

Notes:

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

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

  • c. A proxy need not be a member of the Company. If you wish to appoint some person(s) other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or”, and insert the name and address of the person appointed as proxy in the space provided.

  • d. If you wish to vote for any of the resolutions set out above, please tick (“✓”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“✓”) the boxes marked “Against”. If this form is returned duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f. This form of proxy must be signed by a shareholder of the Company, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its common seal or under the hand of an officer or attorney so authorised.

  • g. 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 of such power or authority must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

  • h. Any alteration made to this form of proxy should be initialled by the person who signs it.