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E-STATION GREEN TECHNOLOGY GROUP CO., LIMITED Proxy Solicitation & Information Statement 2015

Oct 13, 2015

51463_rns_2015-10-12_160b4d3a-be82-46bc-92f7-0727b11a3bf9.pdf

Proxy Solicitation & Information Statement

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FINET GROUP LIMITED 財 華 社 集 團 有 限 公 司 *

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8317)

SPECIAL GENERAL MEETING PROXY FORM

Form of proxy for use by shareholders at the special general meeting (‘‘SGM’’) to be held at 30/F, Fortis Tower, 77–79 Gloucester Road, Wanchai, Hong Kong on Thursday, 5 November 2015 at 11: 00 a.m.

I/We[1] of

being the registered holder(s) of Shares[2] of HK$0.01 each in the capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or[3]

of

as my/our proxy to vote and act for me/us at the SGM (and at any adjournment thereof) of the said Company to be held at 30/F, Fortis Tower, 77–79 Gloucester Road, Wanchai, Hong Kong on Thursday, 5 November 2015 at 11: 00 a.m. to consider and, if thought fit, pass the Resolutions set out in the notice convening the SGM (the ‘‘Notice’’) and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below:

ORDINARY RESOLUTION FOR[(4)] AGAINST[(4)] 1 (a) to approve, ratify and confirm the Subscription Agreement and the transactions contemplated thereunder; (b) to approve, ratify and confirm the creation and issue by the Company of the Convertible Bonds of an aggregate principal amount of HK$69,696,000 to the Subscriber in accordance with the terms and conditions as set out in the Subscription Agreement and the instrument constituting the Convertible Bonds; (c) to grant the directors of the Company a specific mandate to exercise powers of the Company to allot and issue such number of shares of the Company as may be required to be allotted and issued upon exercise of the conversion rights attaching to the Convertible Bonds; and (d) any one director of the Company or, if the affixation of the common seal of the Company is necessary, in accordance with the articles of association of the Company, be and is hereby authorised for and on behalf of the Company to approve and execute all documents, instruments and agreements and to do all such acts or things deemed by him to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Subscription, the issue of the Convertible Bonds, the issue of the Conversion Shares and transactions contemplated thereunder and completion thereof as he may consider necessary, desirable or expedient.

Dated this day of 2015 Signature[5] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  2. If any proxy other than the Chairman is preferred, strike out ‘‘Chairman of the meeting’’ 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.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred in to the Notice convening the SGM.

  4. 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.

  5. Where there are joint holders of any share any one of such joint holder 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 holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

  6. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong no later than 48 hours before the time for the holding of the SGM (or at any adjournment thereof), and in default the form of proxy shall not be treated as valid.

  7. Completion and delivery of this form of proxy will not preclude you from attending and voting in person at the SGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

  8. A member entitled to attend and vote at the SGM may appoint one or, if he is a holder of more than one share, more proxies to attend and vote instead of him. The proxy need not be a member of the Company.

  9. For identification purpose only