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Embry Holdings Limited Proxy Solicitation & Information Statement 2010

Apr 19, 2010

49892_rns_2010-04-19_f4e2d8e4-1985-45c3-b2aa-a8545536db69.pdf

Proxy Solicitation & Information Statement

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EMBRY HOLDINGS LIMITED 安莉芳控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1388)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT THE ANNUAL GENERAL MEETING TO BE HELD AT THE GARDEN ROOMS, 2/F., THE ROYAL GARDEN, 69 MODY ROAD, TSIMSHATSUI EAST, KOWLOON, HONG KONG AT 11:30 A.M. ON MONDAY, 24 MAY 2010.

I/We (note a) of

being the registered holder(s) of (note b) shares of HK$0.01 each of EMBRY HOLDINGS LIMITED (“ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or of

to act as my/our proxy (note c) at the annual general meeting (“ Meeting ”) of the Company to be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsimshatsui East, Kowloon, Hong Kong at 11:30 a.m. on Monday, 24 May 2010 and at any adjournment thereof for the purpose of considering and, if thought fit, vote for me/us and in my/our name(s) in respect of the resolution as hereunder indicated (note d) , and, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR FOR AGAINST AGAINST
1 To receive and approve the audited Consolidated Financial Statements and the Reports
of the Directors and Auditors of the Company for the year ended 31 December 2009.
2 To declare a final dividend of HK5 cents per share and a special dividend of HK2 cents
per share for the year ended 31 December 2009.
3 (a) To re-elect Mr. Cheng Man Tai as Director of the Company.
(b) To re-elect Mr. Hung Hin Kit as Director of the Company.
(c) To re-elect Mr. Lee Kwan Hung as Director of the Company.
(d) To authorise the Board of Directors to fix the Directors’ remuneration.
4 To re-appoint Messrs. Ernst & Young as Auditors of the Company and to authorise the
Board of Directors to fix their remuneration.
5 To grant a general mandate to the Directors to allot, issue and otherwise deal with the
Company’s shares.
6 To grant a general mandate to the Directors to purchase the Company’s shares.
7 To add the nominal amount of the shares repurchased by the Company to the mandate
granted to the Directors under resolution numbered 5.

Dated the day of 2010

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

Notes:

  • (a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.

  • (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 capital of the Company registered in your name(s).

  • (c) A member entitled to attend and vote at the Meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, vote in his/her stead. A proxy need not be a member of the Company. If any proxy other than the Chairman of the Meeting is preferred, 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 the form returned is duly signed but without specific direction on the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of such resolutions. A proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than that 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 in respect of the relevant joint holding shall, alone and to the exclusion of the other joint registered holders, be entitled to vote in respect thereof.

  • (f) The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney duly 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 that power or authority must be deposited at the office of the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time of the Meeting or any adjournment thereof.

  • (h) Any alterations made to this form should be initialled by the person who signed the form.

  • (i) Completion and return of this form will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.