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IMAX China Holding, Inc. — Proxy Solicitation & Information Statement 2005
Mar 18, 2005
50309_rns_2005-03-18_2a8bb9bf-966e-42f7-9242-59c7fc0af23b.pdf
Proxy Solicitation & Information Statement
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HI SUN GROUP LIMITED 高陽集團有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 0818)
FORM OF PROXY FOR SPECIAL GENERAL MEETING
Form of Proxy for use at the special general meeting convened at Suite 2316, 23rd Floor, One International Finance Centre, No. 1 Harbour View Street, Central, Hong Kong on 4 April 2005 at 10:00 a.m. (or at any adjournment thereof)
I/We[(1)]
of (address) being the registered holder(s) of[(2)] shares of HK$0.01 each in the capital of Hi Sun Group Limited (the “Company”), HEREBY APPOINT[(3)] of (address)
or failing him[(3)] the Chairman of the Meeting as my/our proxy to act for me/us and on my/our behalf at the special general meeting (or at any adjournment thereof) of the Company to be held at Suite 2316, 23rd Floor, One International Finance Centre, No.1 Harbour View Street, Central, Hong Kong on 4 April 2005 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said special general meeting and at such meeting or at any adjournment thereof to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below and, if no such indication is given, as my/our proxy thinks fit.
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----- Start of picture text ----- FOR [(4)] AGAINST [(4)]1. To approve the conditional subscription agr eement (the “SubscriptionAgreement”) dated 9 November 2004 and the transactions contemplatedthereunder, including without limitation the entering into and the performanceof the shareholders agreement upon completion of the Subscription Agreementand the issue of convertible preference shares of Turbo Speed TechnologyLimited and the issue and allotment of ordinary shares of the Company uponexercise of the conversion rights under the Subscription Agreement, and thatthe directors of the Company be and are hereby authorised to do all thingsand acts and sign all documents which they consider necessary desirable orexpedient in connection with the Subscription Agreement and the transactionscontemplated thereunder.2. To approve the employee incentive scheme of Turbo Speed Technology Limited(the “Scheme”), details of which are set out in the circular of the Companydated 18 March 2005, and that the directors of the Company be and are herebyauthorised to do all things and acts and sign all documents in connection withthe Scheme and the transactions contemplated thereunder.----- End of picture text -----
Dated this day of 2005 Signature[(5)]
Notes:–
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of shares of HK$0.01 each 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 capital of the Company registered in your name(s).
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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 alterations made to this form of proxy should be initialled by the person who signs it. The proxy need not be a member of the Company, but must attend the meeting in person to represent you.
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX MARKED “AGAINST” . Failure to tick either box will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the 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 either under its common seal or under the hand of an officer or attorney duly authorised.
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Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, that one of the holders so present whose name stands first on the Register of Members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
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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 certified copy of that power or authority must be lodged at the principal place of the business of the Company at Suite 2316, 23rd Floor, One International Finance Centre, No. 1 Harbour View Street, Central, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof.
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Completion and return of this form of proxy will not preclude you from attending and voting at the meeting if you so wish. In the event that you attend the meeting after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.
- For identification purpose only