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Jolimark Holdings Limited Proxy Solicitation & Information Statement 2013

Nov 29, 2013

50351_rns_2013-11-29_7bddaa72-3295-4f91-a3c5-6b33cc2e8f9f.pdf

Proxy Solicitation & Information Statement

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JOLIMARK HOLDINGS LIMITED 映 美 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2028)

Proxy Form for use at the Extraordinary General Meeting to be held on Thursday, 19 December 2013 at 11:00 a.m. (and any adjournment thereof)

I/We,[(Note][1)]

of

being the registered holder(s) of[(Note][2)] share(s) of HK$0.01 each (the ‘‘Share(s)’’) in the capital of JOLIMARK HOLDINGS LIMITED (the ‘‘Company’’) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(Note][3)]

of

as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company (the ‘‘Extraordinary General Meeting’’) to be held at Unit 01, 23A, K.Wah Centre, 191 Java Road, North Point, Hong Kong on Thursday, 19 December 2013 at 11:00 a.m. (and at any adjournment thereof) in respect of the resolutions set out in the notice convening the said meeting (the ‘‘Notice’’) as hereunder indicated, and to vote for me/us as indicated below.

Please indicate with a ‘‘✓’’ in the boxes provided how you wish the proxy to vote on your behalf[(Note][4)] :

ORDINARY RESOLUTIONS For Against 1. To consider, approve, ratify and confirm the Guangdong Precision Master Agreement (as defined and more particularly set out in the notice convening the Extraordinary General Meeting), the transactions contemplated thereunder and the relevant annual caps; to authorise the directors of the Company execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with the Guangdong Precision Master Agreement and any or all the matters contemplated in the Guangdong Precision Master Agreement and this resolution (For the avoidance of doubt, all such further acts, things, actions and documents to be done, taken or executed are limited to acts, things, actions and documents which are ancillary to, or incidental to, the continuing connected transactions contemplated under the Guangdong Precision Master Agreement and the proposed annual caps). 2. To consider, approve, ratify and confirm the Jiangmen Yida Master Agreement (as defined and more particularly set out in the notice convening the Extraordinary General Meeting), all transactions contemplated thereunder, the relevant annual caps; to authorise the directors of the Company execute such other documents, do all other acts and things and take such action as they may consider necessary, desirable or expedient to implement and/or give effect to or otherwise in connection with the Jiangmen Yida Master Agreement and any or all the matters contemplated in the Jiangmen Yida Master Agreement and this resolution (For the avoidance of doubt, all such further acts, things, actions and documents to be done, taken or executed are limited to acts, things, actions and documents which are ancillary to, or incidental to, the continuing connected transactions contemplated under the Jiangmen Yida Master Agreement and the proposed annual caps).

Dated the day of 2013 Signature(s)[(Note][5)]

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of Share(s) registered in your name(s). If no number is inserted, the proxy form will be deemed to relate to all the Share(s) registered in your name(s).

  3. attendAny shareholderand vote insteadof the ofCompanyhim. If anyentitledproxyto otherattendthanandthevoteChairmanat a meetingis preferred,of the Companystrike out shall‘‘THEbeCHAIRMANentitled to appointOF THEanotherMEETINGpersonor’’asandhis insertproxytheto name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE BOX MARKED ‘‘FOR’’ BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete any or all boxes will entitle your proxy to abstain or cast his votes on the relevant resolutions at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution which has been properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.

  5. This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, executed under its common seal or under the hand of an officer or attorney duly authorised.

  6. Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of shareholders of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

  7. must17MTo bebeFloor,valid,depositedtheHopewellproxyat theformCentre,Companytogether183’s Queenwithbranchthe’sshareRoadpowerregistrarEast,of attorneyWanchai,and transferor otherHongofficeauthorityKongin Hongnot(if any)lessKong,underthanComputersharewhich48 hoursit isbeforesignedHongtheorKongatimenotariallyInvestorappointedcertifiedServicesfor copyholdingLimitedthereoftheat Extraordinary General Meeting or any adjourned meeting as the case may be.

  8. A proxy need not be a shareholder of the Company but must attend the meeting in person to represent you.

  9. Completion and deposit of this proxy form will not preclude you from attending and voting at the meeting. In that event, this proxy form will be deemed to have been revoked.