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Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2016

Mar 10, 2016

49106_rns_2016-03-10_80dc279d-d301-4461-96dd-4b855fb9670e.pdf

Proxy Solicitation & Information Statement

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New Sports Group Limited 新 體 育 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 299)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (31 MARCH 2016) (or at any adjournment thereof)

I/We[(Note][1)] ,

of

being the registered holder(s) of[(Note][2)] shares ‘‘Company’’), HEREBY APPOINT the Chairman of the meeting, or[(Note][3)]

shares of HK$0.0025 each in the capital of New Sports Group Limited (the

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 31 March 2016 at 10:30 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)]

  1. (a) That conditional upon The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) having granted the listing of and permission to deal in the Consideration Shares on the Stock Exchange, the grant of the specific mandate (the ‘‘Specific Mandate’’) to the directors of the Company (the ‘‘Directors’’) to exercise the powers of the Company to issue and allot 750,000,000 new shares (‘‘Consideration Shares’’) at HK$0.08 per share in settlement of HK$60,000,000 as part of and the remaining outstanding consideration for the sale and purchase of the entire issued share capital in Heroic Coronet Limited contemplated under the share purchase agreement dated 10 December 2014 (as amended by supplemental agreements dated 18 December 2014 and 8 January 2015) entered into by SinoCom Investment Holding Limited (now known as New Sports Investment Holding Limited), a wholly-owned subsidiary of the Company, Heroic Coronet Limited, Prime Castle Holdings Limited and Mr. Liu Wei be and is hereby approved; and

  2. (b) That any Director be and is hereby authorized to take any action and execute such other documents as he consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the issue of the Consideration Shares under the Specific Mandate.

Date: 2016

[5)] Signature[(Note] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. 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).

  3. 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.

  4. 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 the resolution referred to above.

  5. 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.

  6. Any vote in respect of the resolution(s) to be put forward for consideration at the meeting will be taken by poll.

  7. 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.

  8. 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.

  9. Any alteration made to this form of proxy must be initialled by the person who signs it.