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KLN Logistics Group Limited Proxy Solicitation & Information Statement 2025

Jan 6, 2025

49356_rns_2025-01-06_9c8c3896-540b-45f0-9f3f-8f23d32d6721.pdf

Proxy Solicitation & Information Statement

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KLN

Kerry Logistics

Network Limited

嘉里物流聯網有限公司

(Incorporated in the British Virgin Islands and continued into Bermuda as an exempted company with limited liability)

Stock Code 636

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING

TO BE HELD ON THURSDAY, 23 JANUARY 2025 AT 2:30 P.M.

(OR ANY ADJOURNMENT THEREOF) (THE "SGM")

I/We(Note 1)

of(Note 1)

being the registered holder(s) of(Note 2) _________ ordinary shares of HK$0.50 each (the "Shares") in the

capital of Kerry Logistics Network Limited (the "Company") HEREBY APPOINT(Notes 3 & 4)

of(Notes 3 & 4)

of email address(Notes 3 & 4)

or failing him/her, the chairman of the SGM as my/our proxy to attend for me/us and on my/our behalf at the SGM to be held via the e-Meeting System on Thursday, 23 January 2025 at 2:30 p.m., and at any adjournment thereof for the purpose of considering and, if thought fit, passing with or without modification, the resolution as set out in the notice of the SGM dated 7 January 2025 and to vote on my/our behalf as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote on any matters properly put to the SGM in such manner as he/she thinks fit. Unless the context requires otherwise, terms used herein shall have the same meanings as those defined in the circular of the Company dated 7 January 2025.

Ordinary Resolution For(Note 5) Against(Note 5)
1. THAT (a) the Purchase Contract and the transactions contemplated thereunder be and are hereby confirmed, approved and ratified; and (b) any one Director (or one Director and the Company's company secretary or any two Directors, in the case of execution of documents under seal) be and is/are hereby authorised for and on behalf of the Company to execute all such documents, instruments and agreements and to do all such acts or things which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with the implementation of and giving effect to, the Purchase Contract and the transactions contemplated thereunder.

Dated this __ day of __ 2025

Signature(s) (Notes 6 & 7)

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.
  2. Please insert the number of Shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form will be deemed to relate to all the Shares registered in your name(s).
  3. If any proxy other than the chairman of the SGM is preferred, please insert the full name, address and email address (for receiving the designated log-in user name and password to attend and vote on your behalf via the e-Meeting System) of the proxy desired in the space provided. Every member entitled to attend and vote at the SGM is entitled to appoint up to two individuals as his proxies. A proxy need not be a member of the Company.
  4. If you appoint more than one proxy to represent you, please also insert the number of Shares which each proxy represents and the name of the proxy. IF NO NAME IS INSERTED OR IF NONE OF YOUR APPOINTED PROXY(IES) TURNS UP IN THE SGM, THE CHAIRMAN OF THE SGM WILL ACT AS YOUR PROXY UNLESS IT IS OTHERWISE INDICATED BY THE SHAREHOLDER HEREIN NOT TO BE SO.
  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK IN THE BOX(ES) MARKED "FOR". IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK IN THE BOX(ES) MARKED "AGAINST". Failure to complete the boxes will entitle your proxy(ies) to cast his/their vote(s) at his/their discretion. A tick in the relevant box indicates that the votes attached to all the Shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of Shares referred to in the box will be casted accordingly.
  6. This form must be signed by you or your attorney duly authorised in writing, or, in the case of a corporation, must be either under seal or under the hand of an officer or attorney duly authorised.
  7. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any Shares, only ONE PAIR of log-in username and password for the e-Meeting System will be provided to the joint holders. Any one of such joint holders may attend or vote in respect of such share(s) as if he/she was solely entitled thereto.
  8. To be valid, this form, together with the power of attorney or other authority (if any) under which it is signed, must be deposited at the Company's Hong Kong branch share registrar and transfer office, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, or submitted via the designated URL (https://spot-emeeting.tricor.hk/#/636) by using the log-in username and password provided on the notification letter sent by the Company, not less than 48 hours before the time appointed for the holding of the SGM, i.e. by no later than 2:30 p.m. on Tuesday, 21 January 2025.
  9. Any alteration made to this form of proxy must be initialed by the person who signs it.