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Imperium Financial Group Limited Proxy Solicitation & Information Statement 2007

Apr 23, 2007

51224_rns_2007-04-23_510fc983-fbf5-4c32-894f-8a0ccd04fc35.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8029)

FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING TO BE HELD ON FRIDAY, 18 MAY 2007

I/We[1]

of being the registered holder(s) of[2] shares of HK$0.02 each in the capital of Galileo Capital Group Limited (the “Company”), HEREBY APPOINT the chairman of the meeting or[3] of

as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or at any adjournment thereof) of the Company (the “Meeting”) to be held at Unit 2202, 22nd Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on Friday, 18 May 2007 at 4:00 p.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

Special Resolutions FOR4 FOR4 FOR4 AGAINST4 AGAINST4 AGAINST4
1. To approve the removal of Messrs. Homan CPA Limited as auditors
of the Company
(being Resolution No. 1 as set out in the notice of the Meeting)
2. To approve the change of the Company’s name
(being Resolution No. 2 as set out in the notice of the Meeting)
3. To approve the amendments to the memorandum and articles and
associations of the Company
(being Resolution No. 3 as set out in the notice of the Meeting)
Ordinary Resolutions
4. To approve and adopt the share award scheme
(being Resolution No. 4 as set out in the notice of the Meeting)
5. To approve the appointment of Messrs. Lo and Kwong C.P.A.
Company Limited as the auditors of the Company
(being Resolution No. 5 as set out in the notice of the Meeting)

Signature[5]

Date

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or more than one proxy (for member holding two or more shares) to attend and, on a poll, vote in his/her stead. A proxy need not be a member of the Company.

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

  3. If any proxy other than the chairman of the meeting is preferred, strike out the words “the chairman of the meeting or” and insert the name and address of the proxy desired in the space provided. The proxy need not be a member of the Company but must attend the meeting in person to represent you. 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 A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. In the absence of any such indication, the proxy will vote for or against the resolution or will abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the said meeting other than those referred to in the notice convening the meeting.

  5. 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 either under its common seal or under the hand of an officer duly authorized.

  6. In the case of joint shareholders, the vote of a senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

  7. 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 and transfer office in Hong Kong, Tengis 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 of the meeting.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.