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Glory Sun Land Group Limited — Proxy Solicitation & Information Statement 2022
Mar 29, 2022
49106_rns_2022-03-29_8b460b10-6761-4c3f-9779-911202c5990e.pdf
Proxy Solicitation & Information Statement
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FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING (or at any adjournment thereof) TO BE HELD ON 20 APRIL 2022
I/We (Note 1) ,
of
being the registered holder(s) of
shares (Note 2) of HK$0.05 each in the share capital of Glory Sun Land Group Limited (the “ Company ”),
HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or
of
email address (Note 11) of
as my/our proxy to attend and act for my/our behalf at the Extraordinary General Meeting (or any adjournment thereof) of the Company to be held at 18/F., Wing On Centre, 111 Connaught Road Central, Hong Kong, on 20 April 2022 at 10:00 a.m. (the “ EGM ”) and at any adjournment thereof, to vote for me/us in respect of the resolutions as set out in the notice of the EGM dated 30 March 2022 (the “ EGM Notice ”) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.
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----- Start of picture text ----- FOR AGAINSTORDINARY RESOLUTION(Notes 5 & 6) (Notes 5 & 6)1. To consider and, if thought if, to approve THAT:(a) every fifty (50) existing issued and unissued ordinary share of HK$0.05 each in the share capital in theCompany be consolidated (the “ Share Consolidation ”) into one (1) consolidated share of HK$2.50 each(the “ Consolidated Shares ”) such Consolidated Shares shall rank pari passu in all respects with each otherand have the rights and privileges and be subject to restrictions in respect of ordinary shares contained inthe bye-laws of the Company;(b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will notbe issued to the holders of the same but all such fractional Consolidated Shares will be aggregated and, ifpossible, sold and retained for the benefit of the Company in such manner on such terms as the directors ofthe Company (the “ Directors ”) may think fit; and(c) any Director be and is hereby authorised to do all such acts and things and execute and deliver all suchdocuments whether under the common seal of the Company or otherwise as may be necessary, desirableor expedient to carry out or give effect to any or all of the foregoing arrangements in respect of the ShareConsolidationSPECIAL RESOLUTION2. To consider and, if thought if, to approve THAT:(a) any fractional Consolidated Share in the issued share capital of the Company arising from the ShareConsolidation which is not sold for the benefit of the Company (if any) shall be cancelled; and (ii) the parvalue of each issued Consolidated Share be reduced from HK$2.50 to HK$0.05 by cancelling the paid-upcapital to the extent of HK$2.45 on each of the then issued Consolidated Share (the “ Capital Reduction ”);(b) immediately following the Capital Reduction, each of the authorised but unissued Consolidated Shares ofpar value HK$2.50 each will be sub-divided (the “ Share Sub-division ”) into fifty (50) new Shares of parvalue HK$0.05 each (the “ New Shares ”);(c) following the Capital Reduction, the credit arising from the Capital Reduction be applied towards settingoff the accumulated losses of the Company in a manner as permitted by the memorandum and the articlesof association of the Company and the Companies Act as consolidated and revised and other applicablelaws;(d) each of the New Shares arising from the Capital Reduction and the Share Sub-division shall rank pari passuin all aspects with each other and each shall have rights and privileges and be subject to the restrictions ascontained in the memorandum and the articles of association of the Company; and(e) the Directors be and are hereby authorised to do all such acts and things and execute all such documents,which are ancillary to the Capital Reduction and the Share Subdivision, on behalf of the Company,including under seal where applicable, as they may consider necessary or expedient to give effect to,implement and complete the Capital Reduction and the Share Subdivision.----- End of picture text -----
- Full texts of the resolutions are set out in the EGM Notice.
Date this day of 2022. Signature (Note 7) :
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS as shown in the register of members of the Company.
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Please insert the number of shares of the Company registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
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If any proxy other than the Chairman of the meeting is preferred, strike out the words “ THE CHAIRMAN OF THE MEETING ” here inserted and insert the name and address of the proxy desired in the space provided. A member of the Company who is the holder of two or more shares may appoint more than one proxy to attend and vote on his/her/its behalf at the meeting provided that if more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKE ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his/her votes 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 EGM Notice.
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All resolutions will be put to vote by way of poll at the EGM. Every member of the Company (in the case of a member being a corporation, by its duly authorized representative) through the e-meeting system or by proxy shall have one vote for every fully paid share of which he/she/it is the holder. A person entitled to more than one vote on a poll need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.
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This form of proxy must be signed by you or your attorney duly authorized 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 or other person duly authorized.
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To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s share branch registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof.
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In the case of joint holders of any share, any one of such holders may vote at the EGM, only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders.
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Any one of such joint holders may attend or vote in respect of such share(s) as if he/she/it was solely entitled thereto.
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Completion and delivery of a form of proxy will not preclude you from attending and voting at the EGM and, in such event, your form of proxy shall be deemed to be revoked.
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Registered shareholders are requested to provide a valid email address of his or her proxy (except appointment of “ The Chairman of the Meeting ”) for the proxy to receive the login username and password to participate online to the e-Meeting System.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM (the “ Purposes ”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. You and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.