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Infinity Logistics and Transport Ventures Limited Proxy Solicitation & Information Statement 2011

Oct 25, 2011

49925_rns_2011-10-25_a42c6f07-abd0-48c7-b370-fe1af6649b2e.pdf

Proxy Solicitation & Information Statement

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UDL HOLDINGS LIMITED 太元集團有限公司 (incorporated in Bermuda with limited liability) (Stock Code: 620)

PROXY FORM FOR SPECIAL GENERAL MEETING

Number of shares to which this proxy form relates[1]

I/We,[2] of

being registered shareholder(s) in the share capital of UDL Holdings Limited, hereby appoint[3]

of

or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the special general meeting of the Company to be held at Lychee Garden, 1/F, Metropark Hotel Mongkok, 22 Lai Chi Kok Road, Mongkok, Kowloon, Hong Kong on 10 November 2011 at 10:00 a.m. and at any adjournment of the meeting. I/We direct that my/our vote(s) be cast on the specified resolution as indicated by an “✔” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion.

ORDINARY RESOLUTION FOR[4] AGAINST[4] To consider and approve (1) the conditional shareholders’ agreement (“ Shareholders’ Agreement ”) dated 27 September 2011 entered into between UDL Ventures Limited (“ UDL Ventures ”) and Harbour Front Assets Investments Limited in relation to the formation of Universal Harbour Investment Limited and all the transactions contemplated thereby; and (2) the conditional sale and purchase agreement (“ Disposal Agreement ”) dated 27 September 2011 entered into between Universal Harbour Investment Limited as purchaser and UDL Ventures as vendor in relation to the disposal of the entire issued share capital of Lead Ocean Assets Management Limited (“ Lead Ocean ”) and the net amount of loans and indebtedness owing from Lead Ocean and its subsidiaries to UDL Ventures and its subsidiaries; and to authorise the directors of the Company (“ Directors ”) to do all such acts and things, to sign and execute all such further documents and to take such steps as the Directors may in their absolute discretion consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Shareholders’ Agreement, the Disposal Agreement and all the transactions contemplated thereby.

Dated:

Signature[5] :

Notes:

  1. If no number is inserted, this form of proxy will be deemed to be related to all the shares of the company registered in your names.

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company.

  3. Please insert the name and address of the proxy. If no name is inserted, the Chairman of the Meeting will act as your proxy. A shareholder may appoint one or more proxies to attend the meeting and vote for him. 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 proxy form must be in initialled by the person who signs it.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK () IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. This form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it.

  6. To be valid, this completed and signed proxy form and the relevant notarised power of attorney (if any) and other relevant document of authorisation (if any), must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong by not less than 48 hours before the time appointed for the holding of the meeting or any adjournment of it (as the case may be).