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Huscoke Holdings Limited — Proxy Solicitation & Information Statement 2008
Jun 30, 2008
49409_rns_2008-06-30_15e7a629-7bc8-457f-9ffd-e581798f5b80.pdf
Proxy Solicitation & Information Statement
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(incorporated in Bermuda with limited liability)
(Stock code: 704)
Proxy Form for use at the Special General Meeting to be held on Wednesday, 23 July 2008 at 10:30 a.m. (or at any adjournment thereof)
No. of shares to which this form of proxy relates [(Note 2)]
I/We [(Note 1)]
of being the registered holder(s) of share(s) [(note 2)] of HK$0.10 each in the capital of FRANKIE DOMINION INTERNATIONAL LIMITED (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE SPECIAL GENERAL MEETING of the Company or [(Note 3)] of
as my/our proxy to attend and vote for me/us at the special general meeting to be held at the Board Room, 1st Floor, The Aberdeen Marine Club, 8 Shum Wan Road, Aberdeen, Hong Kong, on Wednesday, 23 July 2008 at 10:30 a.m. (or at any adjournment thereof) (the “Special General Meeting”) for the purpose of considering and, if thought fit, passing, with or without amendments, the ordinary resolution as set out in the notice convening the Special General Meeting and to vote for me/us and in my/our name(s) in respect of such resolution as hereunder indicated and, if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Special General Meeting and/or any adjournment thereof.
| No. of shares to which thisform of proxy relates_(Note 2)_I/We (Note 1)ofbeing the registered holder(s) ofshare(s) _(note 2)_of HK$0.10 each in the capital ofFRANKIE DOMINION INTERNATIONAL LIMITED (the “Company”) HEREBY APPOINT THE CHAIRMAN OF THE SPECIAL GENERALMEETING of the Company or (Note 3)ofas my/our proxy to attend and vote for me/us at the special general meeting to be held at the Board Room, 1st Floor, The Aberdeen MarineClub, 8 Shum Wan Road, Aberdeen, Hong Kong, on Wednesday, 23 July 2008 at 10:30 a.m. (or at any adjournment thereof) (the “Special GeneralMeeting”) for the purpose of considering and, if thought fit, passing, with or without amendments, the ordinary resolution as set out in thenotice convening the Special General Meeting and to vote for me/us and in my/our name(s) in respect of such resolution as hereunderindicated and, if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before theSpecial General Meeting and/or any adjournment thereof. | No. of shares to which thisform of proxy relates_(Note 2)_ | No. of shares to which thisform of proxy relates_(Note 2)_ | ||
|---|---|---|---|---|
| RESOLUTIONS | FOR(Note 4) | AGAINST(Note 4) | ||
| 1.To approve the increase in authorized share capital of the Company from HK$1,000,000,000to HK$2,000,000,000 bythe creation of 10,000,000,000 new shares of HK$0.1 each. | ||||
| 2.To approve the Sale and Purchase Agreement dated 21 April 2008 and made between WuJixian as vendor and Rich Key Enterprises Limited as purchaser and the Company aswarrantor of the purchaser, in relation to (i) the sale and purchase of the entire issuedshares in Oden Group Limited and the face value of the loans outstanding as at thecompletion of such transaction made by or on behalf of the vendor to Oden Group Limitedand all the transactions contemplated thereunder; the creation and issue of the convertiblebonds and the authorisation of the directors of the Company to allot and issue suchnumber of new shares in the capital of the Company as may be allotted and issued uponthe exercise of the conversion rights in full attachingto the convertible bonds. | ||||
| 3.To approve the Coal Master Supply Agreement dated 21 April 2008 and made between JoyWisdom International Limited (for itself and on behalf of its subsidiaries from time totime) as supplier and Oden Group Limited (for itself and on behalf of its subsidiaries fromtime to time) as purchaser in relation to the sale of watered/processed coal by Joy Wisdom(and/or its subsidiaries) to Oden Group Limited (and/or its subsidiaries) and the relevantcapped amount of the transactions contemplated under the Coal Master Supply Agreement. | ||||
| 4.To approve the Coke Master Supply Agreement dated 21 April 2008 and made betweenPride Eagle Investments Limited (for itself and on behalf of its subsidiaries from time totime) as purchaser and Oden Group Limited (for itself and on behalf of its subsidiariesfrom time to time) as supplier in relation to the sale of coke by Oden Group Limited and/or its subsidiaries to Pride Eagle Investments Limited and/or its subsidiaries and therelevant capped amount of the transactions contemplated under the Coke Master SupplyAgreement. | ||||
| 5.To approve the change of the name of Frankie Dominion International Limited (“Company”)to “Huscoke Resources Holdings Limited” and the adoption of “和嘉資源控股有限公司”as secondary name of the Company |
Dated this day of , 2008 Signature [(Note 5)] :
Notes:
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Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.
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Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form will be deemed to relate to all the shares in the Company registered in your name(s).
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If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING” 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(s) who sign(s) it.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete any of the boxes will entitle your proxy to cast your vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Special General Meeting other than those referred to in the notice convening the Special General Meeting.
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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 signed either under its common seal or under the hand of an officer or attorney duly authorised.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) 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.
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To be valid, this form of proxy together with the power of attorney, or other authority (if any) under which it is signed, or a notarially certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited of 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Special General Meeting.
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A proxy need not be a member of the Company but must attend the Special General Meeting in person to represent you.
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Completion and return of this form of proxy will not preclude you from attending and voting at the Special General Meeting if you wish to do so and in such event, this form of proxy shall be deemed to be revoked.