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Jiahua Stores Holdings Limited Proxy Solicitation & Information Statement 2012

Apr 19, 2012

49328_rns_2012-04-19_449d6ffc-c66b-477d-ab31-831689749d13.pdf

Proxy Solicitation & Information Statement

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佳華百貨控股有限公司 Jiahua Stores Holdings Limited

(incorporated in the Cayman Islands with limited liability)

(stock code: 602)

Proxy form for use at the annual general meeting to be held on 21 May 2012

I/We[1] , of[2] being the registered holder(s) of[3] share(s) (the “Shares”) of HK$0.01 each in the capital of Jiahua Stores Holdings Limited (the “Company”) hereby appoint[4] of or failing him/her, the chairman of the meeting, to act as my/our proxy to vote for me/us and on my/our behalf at the annual general meeting (or at any adjournment thereof) of the Company (the “AGM”) to be held at 3/F., Conference room 1, The Capital Plaza Hotel, 1st Baomin Road, Baoan District, Shenzhen, the PRC on Monday, 21 May 2012 at 2:30 p.m., and to vote on my/our behalf as directed below or, if no such indication is given, as my/our proxy thinks fit.

or failing him/her, the chairman of the meeting, to act as my/our proxy to vomeeting (or at any adjournment thereof) of the Company (the “AGM”) to be helBaomin Road, Baoan District, Shenzhen, the PRC on Monday, 21 May 2012 at 2or, if no such indication is given, as my/our proxy thinks fit. or failing him/her, the chairman of the meeting, to act as my/our proxy to vomeeting (or at any adjournment thereof) of the Company (the “AGM”) to be helBaomin Road, Baoan District, Shenzhen, the PRC on Monday, 21 May 2012 at 2or, if no such indication is given, as my/our proxy thinks fit. e for me/us and on my/our behalf at the annual generald at 3/F., Conference room 1, The Capital Plaza Hotel, 1st:30 p.m., and to vote on my/our behalf as directed below e for me/us and on my/our behalf at the annual generald at 3/F., Conference room 1, The Capital Plaza Hotel, 1st:30 p.m., and to vote on my/our behalf as directed below e for me/us and on my/our behalf at the annual generald at 3/F., Conference room 1, The Capital Plaza Hotel, 1st:30 p.m., and to vote on my/our behalf as directed below
For5 Against5
1. To receive and approve the audited consolidated financial statementsfinancial statement, the reports of the directors and independent audthe year ended 31 December 2011 , the Company’s audiitors of the Company ted for
2. (a)To re-elect Mr. Gu Wei Ming as director (the “Directors”) of the Company
(b)To re-elect Mr. Zhuang Xiao Xiong as Director
(c)To re-elect Mr. Chin Kam Cheung as Director
(d)To authorise the board (the “Board”) of Directors to fix the remufor the year ending 31 December 2012 neration of the Direct ors
3. To re-appoint BDO Limited as independent auditors of the Company afix their remuneration nd authorize the Board to
4. To declare a final dividend of the Company for the year ended 31 Dec ember 2011
5. To grant a general mandate to the Directors to allot, issue and deal wexceeding 20% of the issued share capital of the Company ith additional Shares not
6. To grant a general mandate to the Directors to repurchase Shares nissued share capital of the Company ot exceeding 10% of the
7. To extend the general mandate granted to the Directors to allot, issue Shares by those Shares repurchased by the Company shares repurchas and deal with additioed by the Company nal

Signature(s)[6]

Notes:

  1. Please insert your name(s) in full in BLOCK CAPITALS. The names of all joint holders should be stated. 2. Please insert your address in BLOCK CAPITALS. 3. 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).

  2. Please insert full name(s) and address(es) of the proxy desired in the space provided. A member who is the holder of two or more shares may appoint more than one proxy to attend and vote on his behalf at the AGM provided that if more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE AGM WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY PERSON WHO SIGNS IT.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “APPROPRIATE RESOLUTION, IF YOU WISH TO VOTE AGAINST A RESOLUTION,” IN THE RELEVANT BOX MARKED “FOR” BESIDE THEPLEASE PLACE A “” IN THE RELEVANT BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes 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 AGM other than those referred to in the notice convening the AGM.

  4. This form of proxy must be signed by you or your attorney duly authorized in writing or, if you are a corporation, must be executed either under the common seal or under the hand of an officer or attorney duly authorized.

  5. To be valid, the form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of authority, must be deposited at the Company’s Hong Kong share registrar, Tricor Investor Services Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the AGM or adjournment thereof.

  6. In case of joint holders of a share, the vote of the person whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

  7. In the case of joint holders, the vote(s) of the senior who tenders a vote whether in person or by proxy will be accepted to the exclusion of the vote(s) 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 member.

  8. The proxy need not be a member of the Company but must attend the AGM in person to represent you. 11. Completion and return of this form of proxy will not preclude you from attending and voting at the AGM if you so wish and, in such event, this form of proxy shall be deemed to be revoked.