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Future World Holdings Limited Proxy Solicitation & Information Statement 2010

Jul 9, 2010

49306_rns_2010-07-09_5c4fb80d-8bde-42dc-af77-39f697042be4.pdf

Proxy Solicitation & Information Statement

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==> picture [59 x 48] intentionally omitted <==

TEXWINCA HOLDINGS LIMITED 德永佳集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 321)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 10 AUGUST 2010

I/We[1] of

being the registered holder(s) of shares[2] of HK$0.05 each in the share capital of TEXWINCA HOLDINGS LIMITED (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of as my/our proxy to attend, vote and act for me/us at the Annual General Meeting of the Company to be held at World Trade Centre Club Hong Kong, 38/F., World Trade Centre, 280 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 10 August 2010 at 10:30 a.m. (and at any adjournment thereof) for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice convening the Meeting (and at any adjournment thereof) to vote on my/our behalf in respect of the resolutions as indicated below.

RESOLUTIONS RESOLUTIONS RESOLUTIONS For4
Against4
(i)
(i)
(ii)
(ii)
(iii)
(iii)
(iv)
(iv)
(v)
(v)
(vi)
(vi)
(vii)
(vii)
(viii)
(viii)
1.
To receive and consider the Audited Consolidated Financial Statements and the Report of
the Directors and the Independent Auditors’ Report for the year ended 31 March 2010.
2.
To declare a final dividend.
3.
(a)
To re-elect Directors:
(i)
Mr. Poon Bun Chak
(ii)
Mr. Poon Kai Chak
(iii)
Mr. Poon Kei Chak
(iv)
Mr. Poon Kwan Chak
(v)
Mr. Ting Kit Chung
(vi)
Mr. Au Son Yiu
(vii)
Mr. Cheng Shu Wing
(viii)
Mr. Wong Tze Kin, David
(b)
To authorise the Board of Directors to fix the Directors’ remuneration.
4.
To appoint Auditors and to authorise the Board of Directors to fix their remuneration.
5.
To grant a general mandate to the Directors to repurchase the Company’s shares not
exceeding 10% of the issued share capital of the Company as at the date of this resolution.
6.
To grant a general mandate to the Directors to allot, issue and deal with additional shares of
the Company not exceeding 20% of the issued share capital of the Company as at the date of
this resolution.
7.
To extend the general mandate granted to the Directors to issue additional shares of the
Company by the aggregate nominal amount of the shares repurchased by the Company.
Dated this day of 2010
Signed5

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). 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).

  3. If any proxy other than the Chairman of the meeting is preferred, delete the words “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided. A proxy need not be a member of the Company. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. RESOLUTION,IMPORTANT: IFPLEASEYOU WISHTICK “TO✓” VOTETHE BOXFORMARKEDA RESOLUTION,“AGAINST”.PLEASEFailureTICKto complete“✓” THEanyBOXor MARKEDall the boxes“FOR”.will entitleIF YOUyourWISHproxyTOtoVOTEcast hisAGAINSTvote at hisA discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the Annual General Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing. In the case of a corporation, the same must either be executed under its common seal or under the hand of an officer or attorney duly authorised.

  6. In the case of joint holders of a share, 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 holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members of the Company.

  7. To be valid, this form of proxy, together with the power of attorney or other authority (if any) under which is signed or a certified copy thereof, must be deposited at the Company’s Branch Registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

  9. For identification purpose only