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Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2015
Sep 29, 2015
49106_rns_2015-09-29_94234ba9-7414-4de6-b075-f98006879837.pdf
Proxy Solicitation & Information Statement
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SINOCOM SOFTWARE GROUP LIMITED 中 訊 軟 件 集 團 股 份 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 299)
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (20 OCTOBER, 2015) (or at any adjournment thereof)
I/We[(Note][1)] ,
of
being the registered holder(s) of[(Note][2)] shares of HK$0.0025 Limited (the ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or[(Note][3)]
shares of HK$0.0025 each in the capital of SinoCom Software Group
of
or failing him/her of
as my/our proxy to attend and act for me/us and my/our behalf at the Extraordinary General Meeting (or any adjournment thereof) of the Company to be held at Room 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on 20 October, 2015 at 11:00 a.m. and at any adjournment thereof, to vote for me/us as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTION
FOR[(Note][4)] AGAINST[(Note][4)]
- To pass resolution 1 of the EGM Notice — to approve, confirm and ratify the BVI SPA, Japan SPA and Minority SPA dated 17 June, 2015 and 1 September, 2015 respectively (as defined in the EGM Notice); and to authorize any one director of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to, the BVI SPA, Japan SPA and Minority Interest SPA and the transactions contemplated thereunder and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of each of the BVI SPA, Japan SPA and Minority Interest SPA, as he/ she may in his/her absolute discretion consider to be desirable and in the interests of the Company and all of such acts of director(s) as aforesaid.
Date: 2015
[5)] Signature[(Note] :
Notes:
-
Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
-
Please insert the number of shares of HK$0.0025 each 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).
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Please insert the name and address of the proxy desired. If no name is inserted, the Chairman of the meeting will act as your proxy. Any shareholder may appoint one or more proxies to attend and, on a poll, vote instead of him. A proxy need not be a member of the Company but must attend the meeting in person to represent you.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your vote in respect of such resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than those resolutions referred to above.
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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, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
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Any vote in respect of the resolutions to be put forward for consideration at the meeting will be taken by poll.
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In the case of joint holders of any share, any one of such holders may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the meeting personally or by proxy, the holder whose name stands first in the register of members of the Company shall alone be entitled to vote in respect of that share.
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To be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited with the Company’s share branch registrar in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
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Any alteration made to this form of proxy must be initialled by the person who signs it.