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International Business Digital Technology Ltd. — Proxy Solicitation & Information Statement 2023
May 22, 2023
50164_rns_2023-05-22_5847bc3b-614a-418d-9ad4-6b962fb4faf3.pdf
Proxy Solicitation & Information Statement
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VIXTEL TECHNOLOGIES HOLDINGS LIMITED 飛思達科技控股有限公司
(the “Company”)
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1782)
Form of Proxy for Extraordinary General Meeting
I/We,[1] of being holder(s) of[2] shares of HK$0.01 each in the capital of VIXTEL TECHNOLOGIES HOLDINGS LIMITED (the “Company”) hereby appoint[3] the Chairman of the meeting or of
as my/our proxy to attend and vote for me/us and on my/our behalf at the extraordinary general meeting of the Company (the “ Extraordinary General Meeting ”) to be held on Tuesday, 6 June 2023 at 10:00 a.m. at 16/F, 18 King Wah Road, North Point, Hong Kong or at any adjournment thereof in respect of the resolutions set out in the notice convening the said meeting as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit:
| SPECIAL RESOLUTIONS* | SPECIAL RESOLUTIONS* | FOR4 | AGAINST4 | |||||
|---|---|---|---|---|---|---|---|---|
| 1. | THAT: | |||||||
| (a) subject to and conditional upon the approval of the Registrar of Companies in | the Cayman Islands, the | |||||||
| English name of the Company be | changed from “Vixtel Technologies Holdings Limited” to “International | |||||||
| Business Digital Technology Limited”, and the dual foreign name in Chinese of the Company from “飛思 | ||||||||
| 達科技控股有限公司” to “國際商業數字技術有限公司” (the “Proposed Change of Company Name”); and | ||||||||
| (b) any one director (the “Director(s)”) or the company secretary of the Company be | and is hereby authorised | |||||||
| to do all such acts, deeds and things and execute all such documents and make | all such arrangements as | |||||||
| he/she considers necessary, desirable or expedient for the purpose of, or in connection with, the | ||||||||
| implementation of and giving effect to the Proposed Change of Company Name and to attend to any | ||||||||
| necessary registration and/or filing for and on behalf of the Company. | ||||||||
| 2. | THAT subject to the Proposed Change | of Company Name becoming effective and a certificate of incorporation | ||||||
| on change of name being issued | by the Registrar of Companies in the Cayman Islands: | |||||||
| (a) the proposed amendments to the second amended and restated memorandum and | articles of association of | |||||||
| the Company (the “Proposed Amendments”) as set out in the circular of the Company dated 22 May 2023 | ||||||||
| be and are hereby approved; | ||||||||
| (b) the third amended and restated memorandum and articles of association of the Company (the “Third | ||||||||
| Amended and Restated M&A”), which contains all the Proposed | Amendments to the second amended and | |||||||
| restated articles of association of the Company and a copy of which has been produced to this meeting and | ||||||||
| marked “A” and initialled by the chairman of the meeting, be | and is hereby approved and adopted in | |||||||
| substitution for and to the exclusion of the existing second amended and restated memorandum and articles | ||||||||
| of association of the Company with immediate effect; and | ||||||||
| (c) any one Director or the company secretary of the Company be and is hereby authorised to do all such acts, | ||||||||
| deeds and things and execute all such documents and make all such arrangements as he/she shall, in his/her | ||||||||
| absolute discretion, consider | necessary, desirable or expedient for | the purpose of, or in connection | with, the | |||||
| implementation of and giving effect to the Proposed Amendments and the adoption of the Third Amended | ||||||||
| and Restated M&A, including without limitation, attending to any necessary registration and/or filing with | ||||||||
| the Registrar of Companies in Hong Kong and the Cayman Islands. |
* The full text of the resolutions appears in the notice of the extraordinary general meeting, which is included in the circular dispatched to the shareholders.
Email address of the proxy:
Email address of the proxy: Telephone number of the proxy: Dated this day of 2023 Signature(s)[6] :
Notes:
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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 in the capital of the Company registered in your name(s). 3. If any proxy other than the Chairman of the meeting is preferred, delete the words “the Chairman of the meeting or” and insert the name, email address (to enable the proxy to receive the designated log-in username and password of the e-Meeting System) and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .
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IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast 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 meeting.
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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 such power or authority, must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the meeting.
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This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must either be executed under its common seal or under the hand of an officer or attorney or other person duly authorized.
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Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the meeting, personally or by proxy, then one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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The proxy need not be a member of the Company but must attend the meeting in person to represent you.
PERSONAL INFORMATION COLLECTION STATEMENT
“Personal Data” in this statement has the same meaning as “personal data” defined in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”). Your supply of the Personal Data is on a voluntary basis and for the purpose of processing your instructions as stated in this Form (the “Purposes”). If you fail to supply sufficient information, the Company may not be able to process your instructions. The Company may disclose or transfer the Personal Data to its subsidiaries, its Share Registrar and/or third party service provider who provides administrative, computer and other services to the Company 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. The Personal Data will be retained for such period as may be necessary to fulfil the Purposes (including for verification and record purposes). Request for access to and/or correction of the Personal Data can be made in accordance with the provisions of the PDPO and any such request should be in writing and sent to the Privacy Compliance Officer of Tricor Investor Services Limited at the above address.