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GCL Technology Holdings Limited Proxy Solicitation & Information Statement 2018

May 8, 2018

50888_rns_2018-05-08_abb64ea9-91ff-4688-8e74-01745dbb0b32.pdf

Proxy Solicitation & Information Statement

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GCL-POLY ENERGY HOLDINGS LIMITED 保 利 協 鑫 能 源 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 3800)

FORM OF PROXY

FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 MAY 2018

I/We[1]

of ,

being the registered holder(s) of[2] shares of HK$0.10 each in the capital of GCL-Poly Energy Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[3] the Chairman of the Meeting or , of

as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Extraordinary General Meeting of the Company (the ‘‘Meeting’’) (and at any adjournment thereof) to be held at Centenary Room III, G/F., Marco Polo Hongkong Hotel, 3 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Monday, 28 May 2018 at 12 p.m. or immediately after the annual general meeting of the Company, whichever is later, for the purpose of considering and, if thought fit, passing with or without modification the following ordinary resolution as set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) as indicated below in respect of the said resolution or, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTION FOR[4] AGAINST[4]

  1. (a) To approve, ratify and confirm the supplemental agreement (the ‘‘Supplemental Agreement’’) dated 25 April 2018 entered into between Yangzhou Harbour Sludge Power Co., Ltd* (揚州港口污泥發電有限公司) and Yangzhou GCL Photovoltaic Technology Co., Ltd* (揚州協鑫光伏科技有限公司) to amend the agreement (the ‘‘New Yangzhou Steam Supply Agreement’’) dated 30 June 2017 and the annual caps thereunder;

    • (b) To approve, ratify and confirm the revised annual caps for the transactions under the New Yangzhou Steam Supply Agreement, as supplemented by the Supplemental Agreement, as stated in the circular of the Company dated 9 May 2018 for the period from 1 January 2018 to 31 May 2020; and

    • (c) To authorise any one of the directors of the Company to give effect to the Supplemental Agreement and the transactions ancillary thereto.

Dated this day of 2018 Signature[5] :

  • Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint holders should be stated. 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 Company registered in your name(s).
  1. 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 proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  2. IMPORTANT: IF YOU WISH TO VOTE FOR A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A PARTICULAR RESOLUTION, TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  3. The 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 under its common seal or under the hand of an officer or attorney duly authorised.

  4. HopewellcopyIn orderthereoftoCentre,bemustvalid,183bethislodgedQueenformat’softheRoadproxyCompanyEast,togetherHong’s branchwithKongthesharepowernotregistrarslessof thanattorneyand48transferhoursor otherbeforeofficeauthorityintheHongtime(if any)Kong,appointedunderTricorwhichforInvestortheit isholdingsignedServicesofor Limitedthea notariallyMeetingat Levelcertifiedor any22, adjournment thereof.

  5. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of 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. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

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

PERSONAL INFORMATION COLLECTION STATEMENT

‘‘KongprocessingPersonal(‘‘PDPODatayour’’’’),instructionsinwhichthis statementincludeas statedyourhas intheandthissameyourProxymeaningproxyForm’s asname(the‘‘personal‘‘Purposesand address.data’’).’’ IfdefinedYouryou failsupplyin tothesupplyofPersonalthesufficientPersonalData (Privacy)information,Data is Ordinance,on athevoluntaryCompanyChapterbasismay486andnotofforthebe abletheLawspurposetoofprocessHongof your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.