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Hung Hing Printing Group Limited Proxy Solicitation & Information Statement 2010

Aug 29, 2010

49222_rns_2010-08-29_e240f6f9-e364-40de-84f4-54e5ede01ea5.pdf

Proxy Solicitation & Information Statement

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CHINA OUTDOOR MEDIA GROUP LIMITED 中國戶外媒體集團有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00254)

Form of proxy

I/We[1] ,

of

being the registered holder(s) of

shares[2] of HK$0.01 each in the capital of China Outdoor Media Group Limited (“the Company”), HEREBY APPOINT the chairman of the extraordinary general meeting or[3]

of

as my/our proxy to act for me/us at the extraordinary general meeting (“the Meeting”) (or at any adjournment thereof) of the Company, to be held at Suite 1103, 11/F, ICBC Tower, 3 Garden Road, Hong Kong on Wednesday, 15 September 2010, at 11:00 a.m. for the purpose of considering the resolution set out in the notice of the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolution as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

RESOLUTION
For4
Against4
To approve the Deed (as amended by the Supplemental Deed) and the
transactions contemplated thereunder.

Signature[6] Date

Notes:

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

  2. 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 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 extraordinary general meeting or” and insert the name and address of proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to indicate which way you wish your votes to be cast will entitle your proxy to cast your votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice of the Meeting.

  5. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at Company’s share registrar in Hong Kong, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  6. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be under its seal or under the hand of an officer or attorney duly authorized.

  7. In the case of joint holders, the vote of the sender who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority will be determined by the order in which the names stand in the register in respect of the joint holding.

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