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Imperium Financial Group Limited Proxy Solicitation & Information Statement 2024

Oct 30, 2024

51224_rns_2024-10-30_7002faca-0ae1-41f8-9d4f-5ebe47806531.pdf

Proxy Solicitation & Information Statement

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CHINA NATIONAL CULTURE GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability) (Stock code: 745)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, 18 NOVEMBER 2024 (or any adjournment thereof)

I/We[(Note][1)]

of

(Note 2) shares of HK$0.40 each

of being the registered holder(s) of shares of HK$0.40 each (‘‘ Share(s) ’’) in the share capital of China National Culture Group Limited (the ‘‘ Company ’’), hereby appoint the chairman of the meeting[(Note][3)] or of

as my/our proxy to attend and act for my/our behalf at the extraordinary general meeting of the Company to be held at Portion 2, 12/ F, The Center, 99 Queen’s Road Central, Central, Hong Kong on Monday, 18 November 2024 at 11:00 a.m. (the ‘‘ EGM ’’) and at any adjournment thereof (if any), to vote for me/us in respect of the resolution as set out in the notice of EGM date 31 October 2024 (the ‘‘ EGM Notice ’’) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit.

SPECIAL RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)] 1. To approve the Capital Reduction and the transactions contemplated thereunder as set out in the EGM Notice. ORDINARY RESOLUTIONS 2. To approve the Rights Issue, the Placing Agreement and the transactions contemplated thereunder as set out in the EGM Notice. 3. To approve the appointment of Infinity CPA Limited as the auditor of the Company with effect from the date on which this resolution is adopted until the conclusion of the next annual general meeting of the Company and to authorise the board of directors of the Company to fix its remuneration.

  • The description of these resolutions is by way of summary only. The full text appears in the EGM notice.

Dated this: day of 2024 Signature[(Notes][5)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The name of all joint holders should be stated.

  2. Please insert the number of shares of HK$0.40 each registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the share capital of the Company registered in your name(s).

  3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRPERSON OF THE EGM WILL ACT AS YOUR PROXY.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A ‘‘’’ IN THE RELEVANT BOX MARKED ‘‘FOR’’ BESIDE THE SUMMARY OF THE APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’ BESIDE THE SUMMARY OF THE APPROPRIATE RESOLUTION.

Failure to complete the boxes 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 EGM other than those referred to in the notice convening the meeting.

  1. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

  2. If more than one of the joint holders are present at the meeting personally or by proxy, that one of the said persons whose name stands first on the register of members of the Company in respect of the relevant shares will alone be entitled to vote in respect of them.

  3. To be valid, this proxy form, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a certified copy thereof, must be delivered to the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited of 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding of the EGM or any adjournment thereof.

  4. A proxy need not be a member of the Company, but must attend the EGM in person to represent you.

  5. Any alterations made in this proxy form should be initialled by the person who signs it.

  6. Completion and deposit of the proxy form will not preclude you from attending and voting at the EGM or any adjournment if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  7. The full text of resolutions 1 to 3 summarised above is set out in the EGM Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘ Purposes ’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Privacy Compliance Officer of Tricor Investor Services Limited at the above address.