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Goldstream Investment Limited Proxy Solicitation & Information Statement 2004

Jul 12, 2004

49854_rns_2004-07-12_3c308001-19e5-40cc-a9d5-96553d5e5b93.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 585)

PROXY FORM

Form of Proxy for the Annual General Meeting to be held on Friday, 6th August, 2004 at 10:30 a.m. (or any adjournment thereof)

I/We[1]

of

being the registered holder(s) of[2]

shares of HK$0.50 each in the capital

of Imagi International Holdings Limited (the “ Company ”) HEREBY APPOINT[3]

of

or, failing him, the chairman of the meeting, to act for me/us as my/our proxy to attend the Annual General Meeting (the “ Meeting ”) of the Company to be held at Board Room, Imagi International Holdings Limited, Units 1909-12, 19th Floor, Eight Commercial Tower, 8 Sun Yip Street, Chai Wan, Hong Kong on Friday, 6th August, 2004 at 10:30 a.m. (and at any adjournment thereof) and to vote for me/us and on my/our behalf in respect of such resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- For [4] Against [4]ORDINARY RESOLUTIONS1. To receive and approve the audited Financial Statements and the Reports of the Directors and Auditorsfor the year ended 31st March, 2004.2. A. To re-elect Mr. Zhang Liping as an executive Director, and to authorise the Board of Directors tofix his remuneration. [10]B. To re-elect Mr. Ng See Yuen as a non-executive Director, and to authorise the Board of Directors tofix his remuneration. [10]C. To re-elect Mr. Randy Harris as an independent non-executive Director, and to authorise theBoard of Directors to fix his remuneration. [10]D. To re-elect Mr. Oh Kok Chi as an independent non-executive Director, and to authorise the Boardof Directors to fix his remuneration. [10]3. To re-appoint the Auditors, Deloitte Touche Tohmatsu, and to authorise the Board of Directors to fix theirremuneration.4. I. To grant a general mandate to the Directors to allot, issue and otherwise deal with the Company’ssecurities, in terms as set out as Ordinary Resolution numbered I in the Company’s notice dated12th July, 2004 (the “ Notice ”) convening the Meeting, which notice is set out in appendix II to thecircular dated 12th July, 2004 issued by the Company.II. To grant a general mandate to the Directors to repurchase the Company’s securities, in terms asset out as Ordinary Resolution numbered II in the Notice.III. To approve the extension of the general mandate to be granted to the Directors to allot, issue andotherwise deal with the Company’s securities, in terms as set out as Ordinary Resolution numberedIII in the Notice.IV. To authorise the Directors to grant further options under the share option scheme of the Companyadopted on 16th August, 2002, in terms as set out as Ordinary Resolution numbered IV in theNotice.SPECIAL RESOLUTIONI. To approve the amendments to be made to the Bye-laws of the Company, in terms as set out as SpecialResolution numbered I in the Notice.----- End of picture text -----

Dated this day of 2004

Signature(s):

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK LETTERS . The name of all joint holders should be stated.

  2. Please insert the number of the Company’s shares registered in your name(s) and to which this form of proxy relates. 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 ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT . If you are a holder of two or more shares in the capital of the Company, you may appoint more than one proxy to attend and vote at the Meeting provided that if more than one proxy is so appointed, the appointment shall specify the number of the Company’s shares in respect of which each such proxy is so appointed.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PUT A TICK (“ ”) IN THE BOX MARKED “FOR” IN RESPECT OF THE RELEVANT RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PUT A TICK (“ ”) IN THE BOX MARKED “AGAINST” IN RESPECT OF THE RELEVANT RESOLUTION. FAILURE TO DO SO WILL ENTITLE YOUR PROXY TO DETERMINE WHETHER AND, IF SO, HOW TO CAST HIS VOTE(S) AT HIS DISCRETION. Your proxy will also be entitled to vote or abstain at his discretion on any amendment to any resolution referred to in the Notice which will have been properly put to the Meeting or otherwise on any other resolution(s) properly put to the Meeting.

  5. 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 under its common seal and signed by an officer duly authorised in that behalf.

  6. In the case of joint holders of any share, any one of such joint holders may attend and vote at the Meeting either personally or by proxy in respect of such share but if more than one of such joint holders are present at the Meeting personally or by proxy, the vote(s) tendered by the senior holder, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose, seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

  7. 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 notarially certified copy of such power or authority, must be deposited at the office of the Company’s Branch Share Registrar in Hong Kong, Secretaries Limited of Ground Floor, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong, not less than 48 hours before the time appointed for the holding of the Meeting or the adjourned meeting (as the case may be).

  8. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting or any adjourned meeting if you so wish, but this form of proxy will in which case be deemed to be revoked.

  10. Details of the Directors proposed to be re-elected at the Meeting are set out in appendix IV to the circular dated 12th July, 2004 issued by the Company.

  • for identification purpose only