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Dufu Liquor Group Limited Proxy Solicitation & Information Statement 2010

Dec 23, 2010

49605_rns_2010-12-23_4e523e7d-bbd0-4333-bba6-792f66a4fe06.pdf

Proxy Solicitation & Information Statement

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NAM HING HOLDINGS LIMITED 南興集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 986) PROXY FORM

Form of proxy for use by the shareholders of Nam Hing Holdings Limited (the “Company”) at the special general meeting (the “Meeting”) to be convened at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong, on 11 January 2011 at 3:00 p.m. (or any adjournment thereof).

I/We[(note a)]

of

being the holder(s) of[(note b) ] shares of HK$0.10 each of the Company (the “Shares”) hereby appoint

the chairman (the “ Chairman ”) of the Meeting or

of

to act as my/our proxy[(note c)] at the Meeting to be held at 27th Floor, Yuen Long Trade Centre, 99-109 Castle Peak Road, Yuen Long, New Territories, Hong Kong on 11 January 2011 at 3:00 p.m. and at any adjournment thereof and to vote on my behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast[(note d)] .

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----- Start of picture text ----- Ordinary Resolution * For Against1. To approve:(a) the agreement (the “ Agreement ”) dated 28 June 2010, as supplemented by two supplemental agreementsrespectively dated 30 September 2010 and 21 December 2010, and entered into between Nam Hing (B.V.I.) Limitedas vendor, Nature Ample Limited as purchaser and Mr. Lau Chung Yim as the guarantor in relation to the saleand purchase of the entire issued share capital of Cosmo Terrace Corporation, Fittingco Inc., Majestic MountainLimited, Ottawa Enterprises Limited and the shareholder’s loans due by each of them and their subsidiaries(collectively, the “ Disposed Group ”) to Nam Hing (B.V.I.) Limited for a consideration of HK$28,000,000 in cashand transactions contemplated thereunder (the “ Disposal ”);(b) the continued provision of the financial assistance by the Company to Bangkok Industrial Laminate Limited(“ BIL ”) by way of a corporate guarantee executed by the Company on 11 February 2004 in favour of BangkokBank Public Company Limited in respect of borrowings of BIL up to a maximum principal amount of Thai Baht70,000,000 after the completion of the Disposal;(c) the continued provision of the financial assistance by the Company and its subsidiaries to the Disposed Group byway of a loans advances up to a maximum amount of HK$25,000,000;(d) master supply agreement (the “ Master Supply Agreement ”) dated 28 June 2010, as supplemented by twosupplemental agreements respectively date 30 September 2010 and 21 December 2010, and entered into betweenZhongshan Chung Yuen Electric Applied Materials Company Limited (“ Zhongshan CY ”) as supplier and NamHing Circuit Board Company Limited (“ Nam Hing HK ”) and Nam Hing Circuit Board (Dongguan) Co., Ltd.(“ Nam Hing DG ”) as purchaser in relation to the supply and purchase of industrial laminates for a term up to 31March 2012 commencing from the completion of the Disposal and the transactions contemplated thereunder;(e) the annual cap of HK$4,000,000 and HK$15,000,000 for the purchase of industrial laminates by Nam Hing HKand Nam Hing DG from Zhongshan CY pursuant to the Master Supply Agreement respectively for the periodcommencing from the completion of the Disposal to 31 March 2011 and for the year ending 31 March 2012 be andare hereby approved, confirmed and ratified; and(f) the authorization to the directors of the Company to take all steps he/they consider necessary, desirable or expedientfor the purpose of, or in connection with, the implementation of and giving effect to the Agreement, the MasterSupply Agreement and the transactions contemplated thereunder.----- End of picture text -----

  • Full text of the resolution are set out in the notice for convening the Meeting dated 24 December 2010

Dated this day of Shareholder’s signature[(note e, f, g, and h)]

Notes:

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

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

  • c. A proxy need not be a shareholder of the Company. If you wish to appoint some person 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 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”.

  • e. The form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorized to sign the same.

  • f. Delivery of the form of proxy shall not preclude a shareholder from attending and voting in person at the SGM and in such event, the form of proxy shall be deemed to be revoked.

  • g. Where there are joint shareholders any one of such joint shareholders may vote, either in person or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint shareholders be present at the SGM the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint shareholders, and for this purpose seniority shall be determined by the order in which the names stand in the register of shareholders of the Company in respect of joint holding.

  • h. This form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s Branch Share Registrar in Hong Kong, Tricor Tengis Limited, at 26 Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the SGM or any adjournment thereof at which the person named in the form of proxy proposes to vote, or in the case of a poll taken subsequently to the date of the SGM or any adjournment thereof, not less than 24 hours before the time appointed for the taking of the poll and in default the form of proxy shall not be treated as valid.

  • For identification purposes only