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Goldstone Capital Group Limited Proxy Solicitation & Information Statement 2007

Nov 23, 2007

49732_rns_2007-11-23_bce44833-e13b-4f6f-aee2-16c591c3b40c.pdf

Proxy Solicitation & Information Statement

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==> picture [394 x 64] intentionally omitted <==

(stock code: 1160)

proXy Form

Form of proxy for use by shareholders at the special general meeting (or any adjournment thereof) (the “meeting”) to be convened at 10 a.m. on Wednesday, 12 december 2007 at unit B, 22nd Floor, entertainment Building, 30 queen’s road central, hong Kong.

I/We (note a) of being the holder(s) of (note b) shares of HK$0.10 each in Grand investment international ltd. (the “ company ”) hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy (note c) at the Meeting to be held at 10 a.m. on Wednesday, 12 December 2007 at Unit B, 22nd Floor, Entertainment Building, 30 Queen’s Road Central, Hong Kong and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll ( note d ).

For aGainsT
To approve the increase in the Company’s authorised share capital fromHK$20,000,000 to HK$100,000,000 by the creation of an additional800,000,000 new ordinary shares of HK$0.10 each in the Company(being the ordinary resolution set out in the notice of the Meeting)

Dated 2007

Shareholder’s signature (notes e, f, g and h)

Notes:

a Full name(s) and address(es) are to be inserted in BlocK capiTals . The names of all joint registered holders should be stated.

  • b 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 capital of the Company registered in your name(s).

  • c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d if you wish to vote for the resolution set out above, please tick (“√”) the boxes marked “For”. if you wish to vote against the resolution, please tick (“√”) the boxes marked “against”. If the form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution; or if there is no specific direction, the proxy will, in relation to the proposed resolution, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on the resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

  • g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notary certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Computershare Hong Kong Investor Services Limited of 46th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

h Any alteration made to this form should be initialed by the person who signs the form.

i Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.

  • For identification purposes only