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Infinity Logistics and Transport Ventures Limited Proxy Solicitation & Information Statement 2020

Feb 20, 2020

49925_rns_2020-02-20_c7e08945-9c59-4800-8762-cbb5b26ebaa8.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 620)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 11 MARCH 2020

I/We[(Note][1)] of (address) being the registered holder(s) of[(Note][2)] ordinary shares of HK$0.50 each in the share capital of DTXS Silk Road Investment Holdings Company Limited (the ‘‘Company’’) hereby appoint the chairman of the meeting[(Note][3)] or

of (address)

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the special general meeting of the Company to be held at DTXS Hong Kong Art Central Business District, G/F, Bank of America Tower, 12 Harcourt Road, Central, Hong Kong on Wednesday, 11 March 2020 at 11: 00 a.m. (and at any adjournment thereof).

Please tick (‘‘✓’’) the appropriate box to indicate how you wish your vote(s) to be cast[(Note][4)] .

ORDINARY RESOLUTION FOR AGAINST 1. To approve, confirm and ratify: (a) the Share Purchase Agreement and the transactions contemplated thereunder, and (b) (subject to and in view of the completion of the Share Purchase Agreement and the transactions contemplated thereunder) the Guarantee Agreement, the Counter Guarantee Agreement, and the Guarantee Arrangements and the transactions contemplated thereunder; and to authorize any one Director to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivering all agreements, documents and instruments) which are in his opinion, necessary, appropriate, desirable or expedient to implement or give effect to the terms of the Share Purchase Agreement, the Guarantee Agreement, the Counter Guarantee Agreement, the Guarantee Arrangements and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendments or waiver of matters relating thereto or in connection therewith.

Dated this day of 2020 Signature(s)[(Note][5)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. 2. 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 registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  2. If any proxy other than the chairman of the meeting is preferred, please strike out the words ‘‘the chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy/more than one proxy to attend and vote instead of him. A proxy need not be a shareholder of the Company. Every shareholder of the Company present in person or by proxy shall be entitled to one vote for each share held by him.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘✓’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘✓’’) THE BOX MARKED ‘‘AGAINST’’. Failure to tick a box will entitle your proxy to cast your 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 those referred to in the notice convening the special general meeting of the Company.

  4. This form of proxy must be signed by you or your attorney duly authorised in writing. In case of a corporation, the same must be either under its common seal or under the hand of an officer or attorney so authorised. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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 of the Company.

  6. In order 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 of that power of attorney or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 11: 00 a.m. on Monday, 9 March 2020, being 48 hours before the time appointed for holding the meeting or any adjournment thereof.

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

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 special general 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 authorised 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/Tricor Tengis Limited at the above address.