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Ko Yo Chemical (Group) Limited Proxy Solicitation & Information Statement 2004

Oct 28, 2004

49492_rns_2004-10-28_22d89f88-681a-4f82-8d57-4a4ee4aac282.pdf

Proxy Solicitation & Information Statement

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TSE SUI LUEN JEWELLERY (INTERNATIONAL) LIMITED

(Incorporated in Bermuda with limited liability)

FORM OF PROXY

Form of proxy for use at the special general meeting of TSE SUI LUEN JEWELLERY (INTERNATIONAL) LIMITED (“the Company”) convened at 4:00 p.m. on Thursday, 18 November 2004 or at any adjournment thereof.

I/We (note 1) of

being the registered holder(s) of (note 2) the capital of the Company, HEREBY APPOINT (note 3) of

ordinary shares of HK$0.25 each in

or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the special general meeting (or any adjourned meeting as the case may be) of the Company to be held at 2nd Floor, Block B, Summit Building, 30 Man Yue Street, Hunghom, Kowloon, Hong Kong on Thursday, 18 November 2004 at 4:00 p.m. and at the said meeting (or any adjourned meeting as the case may be) to vote for me/us and in my/our name(s) as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit (note 4) .

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----- Start of picture text ----- FOR AGAINSTSPECIAL RESOLUTION (note 4) (note 4)1. To approve the Capital Reorganisation.ORDINARY RESOLUTIONS2. Subject to the passing of Resolution No. 1, to approve the Debt Conversion.3. Subject to the passing of Resolutions Nos. 1 and 2, to approve the Revised DRA.4. Subject to the passing of Resolutions Nos. 1 and 2, to approve the Open Offer.5. Subject to the passing of Resolutions Nos. 1, 2, 3 and 4, to grant a general mandate tothe Directors to exercise powers of the Company to repurchase shares representingup to 10% of the issued share capital of the Company (as enlarged by the DebtConversion and the Open Offer).6. Subject to the passing of Resolutions Nos. 1, 2, 3 and 4, to grant a general mandate tothe Directors to allot and issue additional shares not exceeding 20% of the issuedshare capital of the Company (as enlarged by the Debt Conversion and the OpenOffer).7. Subject to the passing of Resolutions Nos. 5 and 6, to extend the general mandategranted to the Directors to allot and issue additional shares by the number of sharesrepurchased.Dated the day of , 2004. Shareholder’s signature (note 5) :Notes:----- End of picture text -----

  1. Full name(s) and address(s) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated. 2. Please insert the number of ordinary shares of HK$0.25 each to which this proxy relates registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares of the Company registered in your name(s).

  2. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast his 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.

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

  5. In the case of joint holders, the vote of the senior who tenders a vote shall be accepted to the exclusion of the votes of the other joint holders, and seniority shall be determined by the order in which the names of the holders stand in the register of members of the Company in respect of the joint holding.

  6. 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 certified copy thereof, must be deposited at the head office and principal place of business of the Company in Hong Kong at Ground Floor, Block B, Summit Building, 30 Man Yue Street, Hunghom, Kowloon, Hong Kong in any event not less than 48 hours before the time appointed for holding the meeting (or any adjourned meeting as the case may be).

  7. The proxy need not be a member of the Company but must attend the meeting in person to represent you.

  8. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting if you so wish. 10. Any alteration made in this form of proxy must be initialed by the person who signs it.