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Future Bright Mining Holdings Limited Proxy Solicitation & Information Statement 2022

Aug 12, 2022

50450_rns_2022-08-11_1217471e-d0e9-46f8-9f06-b21aaecd89ea.pdf

Proxy Solicitation & Information Statement

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Future Bright Mining Holdings Limited 高鵬礦業控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 2212)

PROXY FORM

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) to be held at Unit 3603, 36/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 31 August 2022 at 11:00 a.m. (or any adjournment thereof)

I/We (note a)

of share(s)being the ofholder(s)HK$0.001of each of Future Bright Mining Holdings Limited (the “ Company ”) hereby appoint the Chairman of the Meeting (note or b)

of to act as my/our proxy (note c) at the Meeting to be held at Unit 3603, 36/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 31 August 2022 at 11:00 a.m. and at any adjournment thereof and vote on my/our behalf as directed below.

  • ORDINARY RESOLUTION FOR (note d) AGAINST (note d)

    1. Subject to the fulfilment of all the conditions (the “ Conditions ”) set out in the section headed “Conditions of the Share Consolidation” in the circular of the Company dated 12 August 2022, a copy of which has been tabled at the Meeting marked “A” and initialled by the chairman of the Meeting for the purpose of identification, with effect from the second business day immediately following the date on which this resolution is passed or the Conditions are fulfilled (whichever is later): (a) every five (5) issued and unissued ordinary shares of par value of HK$0.001 each in the share capital of the Company be and are hereby consolidated into one (1) consolidated share of par value of HK$0.005 each (the “ Consolidated Shares ”) (the “ Share Consolidation ”), such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of the shares contained in the memorandum and articles of association of the Company;
  • (b) all fractional entitlements to the issued Consolidated Shares resulting from the Share Consolidation (if any) will be disregarded and will not be issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated and, if possible, sold and the net proceeds shall be retainedCompanyfor(thethe“ Directors benefit of”)themayCompanythink fit; inandsuch manner and on such terms as the directors of the

  • (c) any one of the Directors be and is hereby authorised to do all such acts and things and sign, execute and deliver all documents (including affixing the common seal of the Company if appropriate) he or she considers necessary, desirable or expedient to give effect to the Share Consolidation and the transactions contemplated thereunder.

Full text of the relevant resolutions is set out in the notice dated 12 August 2022 convening the Meeting.

Dated Shareholders 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). 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. If you are a shareholder who is entitled to attend and vote at the Meeting, you are entitled to appoint one or more proxies to attend instead of you and to vote on your behalf. A proxy need not be a shareholder of the Company, but must attend the Meeting in order to represent you. 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 as your proxy in the space provided.

  • d. If you wish to vote for a resolution set out above, please tick (“✓”) the appropriate box marked “FOR”. If you wish to vote against a resolution, please tick (“✓”) the appropriate box marked “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting or any adjournment thereof other than those set out in the notice convening the Meeting.

  • e. In the case of a joint holding, this Proxy Form 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 be entitled to vote in respect thereof.

  • f. The Proxy Form must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

  • g. To be valid, this Proxy Form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the Company’s Hong Kong branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 11:00 a.m. on Monday, 29 August 2022, being not less than 48 hours before the time appointed for holding the Meeting or any adjourned meeting.

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

  • i. Completion and return of this Proxy Form will not preclude you from attending the Meeting or any adjournment thereof if you so wish.

PERSONAL INFORMATION COLLECTION STATEMENT

  • (i) “Personal Data” in these statements has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (the “ PDPO ”).

  • (ii) Your supply of Personal Data to the Company is on a voluntary basis. Failure to provide sufficient information may result in the Company being unable to process your appointment of proxy and instructions.

  • (iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.

  • (iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.