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Glory Sun Land Group Limited Proxy Solicitation & Information Statement 2024

Aug 30, 2024

49106_rns_2024-08-30_7157f7bf-2c8b-4ff9-a9ff-b4267216b1da.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 20 SEPTEMBER 2024 (or any adjournment thereof)

I/We [(Note][1)]

of

(Note 2) shares of HK$0.05 each

being the registered holder(s) of shares of HK$0.05 each in the share capital of Glory Sun Land Group Limited (the “ Company ”), hereby appoint the chairman of the extraordinary general meeting of the Company (the “ EGM ”) or

of

to act as my/our proxy [(Note][3)] to attend and act for my/our behalf at the EGM to be held at 35/F., Dah Sing Financial Centre, 248 Queen’s Road East, Wanchai, Hong Kong on Friday, 20 September 2024 at 11:00 a.m. or at any adjournment thereof and to vote on my/our behalf in respect of the resolution as set out in the notice of the EGM dated 30 August 2024 (the “ EGM Notice ”) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit. Capitalised terms used herein shall have the same meanings as ascribed to them in the EGM notice.

Please indicate with a “�” in the appropriate boxes provided below how you wish your vote(s) to be cast on a poll [(Note][4)] .

ORDINARY RESOLUTION* FOR(Notes 5 & 6) AGAINST(Notes 5 & 6)
THAT:
To approve, confirm and ratify:
(i) the Second Supplemental Agreement and the transactions contemplated
thereunder and the implementation thereof;
(ii) the provision of financial assistance by the Company to RHIL Group owing to
the deferment of settlement of part of the consideration under the Second
Supplemental Agreement by RHIL Group; and
(iii) to authorise any one director of the Company (or any two directors of the
Company if the affixing of the common seal is necessary) to do all such acts,
deeds and things and to sign, execute and deliver all such documents as he/she/
they may, in his/her/their absolute discretion, consider necessary, desirable or
expedient to give effect, determine, revise, supplement or complete any matters
relating to or in connection with the Second Supplemental Agreement and the
transactions contemplated thereunder and the implementation thereof, including,
without limitation, the affixing of common seal thereon.”

* Full text of the resolution is set out in the EGM notice.

  • Dated this day of 2024. Signature [(Note][7)] : Notes: 1. Full name(s) and address(es) to be inserted in BLOCK LETTERS as shown in the register of members of the Company. 2. 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).

    1. chairmanA proxy needof thenotextraordinarybe a membergeneralof the meetingCompany.ofIftheyouCompanywish to appoint(the “ EGM some”) personor” andotherinsertthanthethenamechairmanand addressof the ofEGMthe aspersonyour appointedproxy, pleasein thedeletespacetheprovided.words “theA member of the Company is entitled to attend and vote at the EGM is entitled to appoint in written form one or, if he/she/it is the holder of two or more shares, more proxies to attend and vote instead of him/her/it.
  1. If you wish to vote for any of the resolutions set out above, please tick “�” the box marked “FOR”. If you wish to vote against any of the resolutions, please tick “�” the box “AGAINST”. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her/its discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her/its direction.

  2. 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 authorised representative) 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/its votes or cast all the votes he/she/it uses in the same way and in such cases, please state the relevant number of shares in the appropriate box(es) above.

  3. 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 or other person duly authorised.

  4. 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 Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time fixed for holding the EGM or any adjournment thereof.

  5. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from Monday, 16 September 2024 to Friday, 20 September 2024 (both days inclusive), during which period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar and transfer office at the above address by no later than 4:30 p.m. on Friday, 13 September 2024.

  6. Completion of 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.

  7. Any alternation made to this form must be initialed by the person who signs the form.

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 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. Your 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 or the Company’s Hong Kong branch share registrar and transfer office at the above address.