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GBA Holdings Limited — Proxy Solicitation & Information Statement 2006
Jan 18, 2006
49077_rns_2006-01-18_5971e6de-33cb-4c10-a117-04f20f435ac6.pdf
Proxy Solicitation & Information Statement
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(Incorporated in Bermuda with limited liability)
(Stock Code: 261)
FORM OF PROXY FOR THE COURT MEETING TO BE HELD ON MONDAY, 13 FEBRUARY 2006 AND ANY ADJOURNMENT THEREOF
Form of proxy for use at the meeting (or at any adjournment thereof) of the Scheme Shareholders (as defined in the scheme document dated 18 January 2006 as referred to in the notice convening the meeting) of shares(s) of HK$0.01 each in the share capital of CCT Tech International Limited (the ‘‘Company’’) (defined as ‘‘Scheme Share(s)’’) convened by the direction of the Supreme Court of Bermuda (the ‘‘Meeting’’).
IN THE SUPREME COURT OF BERMUDA CIVIL JURISDICTION 2006: NO. 5
IN THE MATTER OF CCT TECH INTERNATIONAL LIMITED
AND IN THE MATTER OF SECTION 99 OF THE COMPANIES ACT 1981
I/We[1]
of
being the registered holder(s) of[2] share(s) (the
‘‘Share(s)’’) of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING[3] , or
of
as my/our proxy to attend and act for me/us and on my/our behalf at the Meeting of the holders of the Shares convened by direction of the Supreme Court of Bermuda (or at any adjournment thereof) to be held at 2208, 22/F., St. George’s Building, 2 Ice House Street, Central, Hong Kong on Monday, 13 February 2006 at 10: 00 a.m. (Hong Kong time) for the purpose of considering and, if thought fit, approving (with or without modification) the Scheme of Arrangement dated 18 January 2006 between the Company and the Scheme Shareholders (the ‘‘Scheme’’) as referred to in the notice convening the Meeting and at the Meeting to vote[4] for me/us and in my/our name(s) in respect of the Scheme (with or without modification, as my/our proxy may approve) or against the Scheme as hereunder indicated, and if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matter properly put to the Meeting in such manner as he/she thinks fits.
The Scheme
FOR[5] AGAINST[5]
Signature[6] Dated
Notes:
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Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
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Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
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If any proxy other than the chairman of the Meeting is preferred, please strike out the words ‘‘THE 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.
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The resolution as to whether or not to approve the Scheme put to the vote at the Meeting shall, under Section 99 of the Companies Act 1981, be decided on the basis of the majority in number representing three-fourths in value of the Scheme Shares that are voted either in person or by proxy at the Meeting and will therefore be conducted by poll in accordance with the Company’s bye-laws.
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IMPORTANT: If you wish to vote for the Scheme, please put a tick in the box marked ‘‘FOR’’. If you wish to vote against the Scheme, please put a tick in the box marked ‘‘AGAINST’’. If no direction is given, your proxy may vote or abstain as he/she thinks fit. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of an officer or attorney duly authorised on that corporation’s behalf.
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In the case of joint registered holders of any Share(s), any one of such persons may vote at the Meeting, either in person or by proxy, in respect of such Share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the Meeting in person or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such Share(s) shall alone be entitled to vote in respect thereof.
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In order 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 thereof, must be deposited at the branch share registrar and transfer office of the Company in Hong Kong, Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Hong Kong, not later than 48 hours before the time appointed for holding the Meeting, but if this form of proxy is not so lodged, it may be handed to the chairman of the Meeting at the Meeting.
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A proxy need not be a shareholder of the Company but must attend the Meeting in person to represent you.
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Completion and deposit of this form of proxy will not preclude you from attending and voting in person at the Meeting if you so wish. If you attend and vote at the Meeting in person, the authority of your proxy will be revoked.
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A self-addressed and pre-paid envelope is enclosed for your convenience for returning by post (from within Hong Kong only) this completed and signed form of proxy.