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Honbridge Holdings Limited Proxy Solicitation & Information Statement 2014

Sep 1, 2014

51290_rns_2014-09-01_ced1b2b7-6fa3-4bf2-9780-abf0261e2fd5.pdf

Proxy Solicitation & Information Statement

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==> picture [30 x 59] intentionally omitted <==

HONBRIDGE HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8137)

PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 19 SEPTEMBER 2014 (OR ANY ADJOURNMENT THEREOF)

I/We (Note 1)

of

being the registered holder(s) of (Note 2)

share(s) of HK$0.001 each in the share capital of Honbridge Holdings Limited (the ‘‘Company’’) hereby appoint the Chairman of the Meeting or (Note 3)

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held at Unit 5402, 54th Floor, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on 19 September 2014 at 10:00 a.m. (or any adjournment thereof) on the undermentioned resolution as indicated, and, if no such indication is given, as my/our proxy thinks fit:

RESOLUTION(S) For (Note 4) Against (Note 4)

  1. (a) to approve, confirm and ratify the Acquisition Agreement (as defined in the circular of the Company dated 1 September 2014), the terms and the transactions thereunder;

    • (b) to grant a specific mandate to the directors of the Company (the ‘‘Directors’’) to issue and allot a total of 428,891,890 new ordinary shares at a price of HK$1.48 per Share in the capital of the Company;

    • (c) to authorise any of the Directors to take any step and execute such other documents as they consider necessary, desirable or expedient to carry out or give effect to or otherwise in connection with the Acquisition Agreement or the transactions contemplated thereby.

Dated this day of , 2014 Signed (Note 5):

Notes:

  1. Full name(s) and address(es) to be inserted in the BLOCK CAPITALS.

  2. Please insert the number of shares registered in your name(s). If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).

  3. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the Chairman of the Meeting or’’ and insert the name and address of the proxy desired in the space provided. Any alteration made to this form must be initialled by the person who signs it.

  4. IMPORTANTresolution, tick:theIf youappropriatewish toboxesvote formarkedthe resolution,‘‘AGAINSTtick’’. Failurethe appropriateto completeboxesthemarkedboxes will‘‘FORentitle’’. Ifyouryou proxywish toto votecast hisagainstvotestheat his discretion.

  5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorised.

  6. In the case of joint holders of a share, the vote of the senior who tenders a vote, whether in persons or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding, the first named being the senior.

  7. copyTo bethereofvalid, thismustproxybe depositedform andatthethepowerCompanyof attorney’s ShareorRegistrar,other authorityUnion (ifRegistrarsany) underLimitedwhichat it18this signedFloor,orFooka notariallyLee Commercialcertified Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong not less than 48 hours before the time fixed for holding the Meeting (or any adjournment thereof).

  8. The proxy need not be a member of the Company but must attend the Meeting (or any adjournment thereof) in person to represent you.

  9. Completion and return of this form will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) if you wish to do so.