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Greentech Technology International Limited — Proxy Solicitation & Information Statement 2010
Dec 31, 2010
49024_rns_2010-12-31_0831f373-c096-4af9-9483-dc5a947678b4.pdf
Proxy Solicitation & Information Statement
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VITAR INTERNATIONAL HOLDINgS LIMITED 威達國際控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 195)
FORM OF PROXY FOR EXTRAORDINARY gENERAL MEETINg
Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of Vitar International Holdings Limited (the “Company”) to be held at Room 2607, greenfield Tower, Concordia Plaza, 1 Science Museum Road, Tsimshatsui, Kowloon, Hong Kong on wednesday, 19 January 2011 at 11 a.m. and at any adjournment thereof.
I/We (note a) of being the registered holder(s) of (note b) ordinary shares of HK$0.005 each in the capital of the Company hereby appoint the Chairman of the Meeting or of as my/our proxy to vote for me/us on my/our behalf (note c) at the Meeting to be held on Wednesday, 19 January 2011 at 11 a.m. and at any adjournment thereof, on the resolution, with or without modifications, referred to in the notice convening the Meeting (the “Notice”), or if no such indication is given, as my/our proxy thinks fit.
Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast (note d) .
| Ordinary Resolution | Ordinary Resolution | Ordinary Resolution | For | Against |
|---|---|---|---|---|
| 1. (a) To approve the agreement (the “Agreement”) dated 13 July 2010 and entered into between Gallop Pioneer Limited as purchaser, Mr. Chan Kong Fung (the “Vendor”) as vendor and the Company as purchaser’s guarantor in relation to the sale and purchase of the entire issued share capital of Parksong Mining And Resource Recycling Limited at a consideration of HK$1,086,500,000 (subject to adjustment) together with all supplemental deeds and the transactions contemplated thereunder. (b) To approve the exercise of YT Parksong Australia Holding Pty Ltd of call option granted by Bluestone Mines Tasmania Pty Ltd (“BMT”) to YT Parksong Australia according to the terms and conditions of the acquisition agreement dated 28 January 2010 made between BMT, YT Parksong Australia and Yunnan Tin Group (Holding) Co., Ltd*(雲南錫業集團(控股)有限責任公司). (c) To approve the issue of convertible bonds (the “Convertible Bonds”) in the principal amount of HK$806,500,000 of the Company to the Vendor in accordance with the terms and conditions the Agreement. (d) To approve the allotment and the issue of the conversion shares (the “Conversion Shares”) from time to time upon the exercise of the conversion rights attached to the Convertible Bonds. (e) To approve any one or more of the directors of the Company to take all steps he/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement and the transactions contemplated thereunder, including but not limited to the issue of the Convertible Bonds, and issue and allotment of the Conversion Shares from time to time upon exercise of the conversion rights attached to the Convertible Bonds. |
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| Dated the | day of |
2011 |
Shareholder’s signature x x (notes e, f, g and h)
Notes:
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a Please insert full name(s) and address(es) in BLOCK CAPITALS. b Please insert the number of shares registered in your name(s) 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).
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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 that other person appointed in the space provided.
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d If you wish to vote for the resolution set out above, please tick (“3”) the boxes marked “For”. If you wish to vote against the resolution, please tick (“3”) the boxes marked “Against”. If this 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. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the Notice.
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e In the case of joint registered holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
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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 signed by a duly authorised officer or attorney.
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g In order 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 of attorney or authority must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjournment thereof.
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h Any alteration made to this form of proxy must be initialed by the person who signs the form. i. Completion and return of this proxy will not preclude you from attending in person and voting at the Meeting.
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For identification purpose only.