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Infinity Logistics and Transport Ventures Limited — Proxy Solicitation & Information Statement 2017
Feb 7, 2017
49925_rns_2017-02-07_ac02fe71-ef64-4e31-b0fd-91e2f368e779.pdf
Proxy Solicitation & Information Statement
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DTXS SILK ROAD INVESTMENT HOLDINGS COMPANY LIMITED 大唐西市絲路投資控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 620)
Form of Proxy for use at the Special General Meeting (the “SGM”) to be held on Monday, 27 February 2017 (or any adjournment thereof)
I/We [(Note 1)]
of
being the registered holder(s) of [(Note 2)]
share(s) of HK$0.5 each in the share capital of
DTXS Silk Road Investment Holdings Company Limited (the “Company”) hereby appoint the Chairman of the SGM or [ (Note 3)]
of
as my/our proxy to attend and vote for me/us and on my/our behalf at the SGM to be held at Shop 5, G/F, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Monday, 27 February 2017 at 10:30 a.m. (or any adjournment thereof) on the undermentioned resolutions as indicated, and, if no such indication is given, as my/our proxy thinks fit:
Capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 February 2017.
| Ordinary Resolutions* | For(Note 4) | Against(Note 4) | ||
|---|---|---|---|---|
| 1 | (a) | To approve, confirm and ratify the Sale and Purchase Agreement and the | ||
| transactions contemplated thereunder. | ||||
| (b) | To authorise any one director of the Company to do all such acts and things | |||
| and to sign all documents and to take any steps which in his/her absolute | ||||
| discretion considered to be necessary, desirable or expedient for the purpose | ||||
| of implementing and/or giving effect to the Proposed Acquisition and the | ||||
| transactions contemplated under the Sale and Purchase Agreement. | ||||
| 2 | (a) | To approve the allotment and issuance of the Consideration Shares in the | ||
| principal amount of HK$163,265,000 at the issue price of HK$3.20 per | ||||
| Consideration Share to the Vendor. | ||||
| (b) | To grant, subject to the Completion of the Proposed Acquisition as | |||
| contemplated under the Sale and Purchase Agreement, to the fulfilment of the | ||||
| conditions relating to the allotment and issuance of the Consideration Shares | ||||
| and to the Listing Committee having granted the listing of, and permission to | ||||
| deal in the Consideration Shares, the Specific Mandate which shall entitle the | ||||
| directors of the Company to exercise all the powers of the Company to allot, | ||||
| issue and credited as fully paid, the Consideration Shares, on and subject to | ||||
| the terms and conditions of the Sale and Purchase Agreement. | ||||
| (c) | To authorise any one director of the Company to do all such acts and things | |||
| and to sign all documents and to take any steps which in his/her absolute | ||||
| discretion considered to be necessary, desirable or expedient for the purpose | ||||
| ofgivingeffect to the allotment and issuance of the Consideration Shares. |
- The full text of the resolutions is set out in the notice convening the SGM.
Dated this
day of
2017 Signature(s) [(Notes 5-8)] :
Notes:
-
Full name(s) and address(s) to be inserted in BLOCK CAPITALS .
-
Please insert the number of Shares 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 Company registered in your name(s).
-
The proxy needs not be a Shareholder. If any proxy other than the Chairman of the SGM is preferred, strike out “the Chairman of the SGM or” and insert the name(s) and address(s) of the proxy desired in the space provided. Any alteration made to this form of proxy must be initialed by the person who signs it.
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IMPORTANT : If you wish to vote for any resolutions, tick (“ 3 ”) the appropriate boxes marked “FOR”. If you wish to vote against any resolutions, tick (“ 3 ”) the appropriate boxes marked “AGAINST”. Failure to complete the boxes will entitle your proxy to cast his votes at his/ her discretion.
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This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its seal or under the hand of an officer, attorney or other person duly authorised.
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In the case of joint holders of the Shares, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes 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 proxy form together with power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time fixed 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 SGM (or any adjournment thereof) if you wish to do so.