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ISP Holdings Limited — Proxy Solicitation & Information Statement 2019
May 2, 2019
50536_rns_2019-05-02_b830cd55-fe82-44d9-a4d9-15dd647f2202.pdf
Proxy Solicitation & Information Statement
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SYNERGIS HOLDINGS LIMITED 昇 捷控 股 有 限 公 司
(Incorporated in Bermuda with limited liability)
(Stock Code: 02340)
SECOND PROXY FORM FOR ANNUAL GENERAL MEETING
2019noticeMEETINGI/We,Hong asKongbeingofsettheoutonthe[(Note] AGMFriday,inregistered[1)] thetodatedsupplementalattend24 18Mayholder(s)Apriland2019vote2019circularofatSynergisfor10:30asme/ussetofa.m.theoutHoldingsandCompany(theinonthe‘‘my/ourAGMLimitedcirculardated’’)behalfand(theof3 Maytheat‘‘atCompanyanyCompany2019theadjournmentannual(the’’),dated‘‘herebySupplementalgeneral18thereofappointAprilmeetingfor2019Noticethetheofproxy(thepurposethe’’) andCompany‘‘[(Note] Originaltoof[1)] voteconsideringas tospecifiedNoticeonbemy/ourheld’’)and,belowandatbehalf72ndifthethoughtorsupplementalasfailingFloor,directedfit,Thehim/her,passingbelow.Center,noticeTHEthe99ofresolutionsCHAIRMANtheQueenAGM’s RoadsetdatedoutOFCentral,3inTHEMaythe
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Registered Holder(s) (Complete in ENGLISH BLOCK CAPITALS. The names of all joint holders should be stated.)
Registered Name
Registered Address
Certificate No. [(Note] [10)]
Registered Holding [(Note] [2)] Signature [(Note] [4)]
Date
Proxy [(Note] [1)] (Complete in ENGLISH BLOCK CAPITALS.)
Full Name No. of Shares [(Note] [3)]
Full Address
ORDINARY RESOLUTIONS FOR [(Note] [5)] AGAINST [(Note] [5)]
1. To receive and adopt the audited consolidated financial statements and the directors’ report and independent auditor‘s report
of the Company for the year ended 31 December 2018.
2. (1) To re-elect Mr. Kingston Chu Chun Ho as an Executive Director;
(2) To re-elect Mr. Lau Man Tak as an Independent Non-executive Director; and
(3) To authorise the board of directors of the Company to fix the Directors’ remuneration for the year ending 31 December
2019.
3. To re-appoint Messrs. PricewaterhouseCoopers as the auditor of the Company for the ensuing year and authorise the board of
directors of the Company to fix their remuneration.
4. (1) To grant a general mandate to the directors of the Company to allot, issue and otherwise deal with additional shares of
the Company. [#]
(2) To grant a general mandate to the directors of the Company to purchase or repurchase issued shares of the Company. [#]
(3) To extend the share issue mandate by addition thereto shares repurchased. [#]
5. To re-elect Ms. Hui Suk Man as an Executive Director.
# Full text of each of the relevant resolutions is set out in the Original Notice convening the AGM
Notes:
1. If any proxy other than the chairman of the meeting is preferred, please insert the full name and address of the proxy desired in the space provided. A holder entitled to attend and vote at the meeting of the
Company is entitled to appoint one or more proxies to attend and vote on his/her behalf. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
The proxy needs not be a member of the Company, but must attend the meeting (or any adjournment thereof) to represent you.
2. Please insert the number of shares registered in the name of the holder(s).
3. Please insert the number of shares for this proxy. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder(s).
4. This proxy form must be signed and dated by the shareholder or his/her attorney duly authorised in writing. If the shareholder is a company, it should execute this proxy form under its common seal or by the
signature(s) of (a) person(s) authorised to sign on its behalf. In the case of joint shareholders, any one shareholder may sign this proxy form. The vote of the senior joint shareholder who tenders a vote, whether in
person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members
in respect of the joint shareholding.
5. TICKIMPORTANT:(P) IN THEIF YOURELEVANTWISH TOBOXVOTEBELOWFOR ATHERESOLUTION,BOX MARKEDTICK‘‘AGAINST(P) IN THE’’. FailureRELEVANTto tick eitherBOX boxBELOWin respectTHEofBOXa resolutionMARKEDwill‘‘FORentitle’’.yourIF YOUproxyWISHto castTOyourVOTEvote AGAINSTin respect ofA thatRESOLUTION,resolution at
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.
6. forInCompany,orderholdingto Computersharebethevalid,meetinga proxyorHonganyformadjournmentKongand theInvestorpowerthereofServicesof attorney(the Limited‘‘Closingor other(theTimeauthority‘‘Share’’). Registrar(if any) ’’under) at 17MwhichFloor,it is Hopewellsigned, or Centre,a notarially183 Queencertified’s Roadcopy East,of suchWanchai,power ofHongattorney,Kong,mustnot belessdepositedthan 48 hoursat the beforeshare registrarthe timeoffixedthe
7. If you have not yet lodged the form of proxy enclosed in the Original Notice (the ‘‘First Proxy Form’’) with the Share Registrar, you are requested to lodge this second proxy form if you wish to appoint proxy(ies)
to attend the AGM on your behalf. In this case, the First Proxy Form should not be lodged with the Share Registrar.
8. If you have already lodged the First Proxy Form with the Share Registrar, please note that:
(i) if this second proxy form is not lodged with the Share Registrar, the First Proxy Form will be treated as a valid proxy form lodged by you if correctly completed. The proxy so appointed by you shall be
required to vote in such manner as he/she may be directed under the First Proxy Form, and in respect of the resolution for the proposed re-election of Ms. Hui Suk Man as an Executive Director as set out in
the Supplemental Notice, the proxy will be entitled to vote at his/her discretion or to abstain from voting on such resolution.
(ii) if this second proxy form is lodged with the Share Registrar before the Closing Time, this second proxy form, if correctly completed, will revoke and supersede the First Proxy Form previously lodged by
you. This second proxy form will be treated as a valid form of proxy lodged by you.
(iii) if this second proxy form is lodged with the Share Registrar after the Closing Time, or if lodged before the Closing Time but is incorrectly completed, the proxy appointment under this second proxy form
will be invalid. The proxy so appointed by the Shareholder under the First Proxy Form, if correctly completed, will be entitled to vote in the manner as mentioned in (i) above as if no second proxy form
was lodged with the Share Registrar. Accordingly, Shareholders are advised to complete this second proxy form carefully and lodge this second proxy form with the Share Registrar before the Closing Time.
9. Completion and delivery of this second proxy form will not preclude you from attending and voting at the meeting if you so wish.
10. Please provide one certificate number, if possible, to facilitate processing.
11. For the avoidance of doubt, we do not accept any special instructions written on this second proxy form.
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PERSONAL INFORMATION COLLECTION STATEMENT
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