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Kowloon Development Company Limited — Proxy Solicitation & Information Statement 2006
May 24, 2006
48890_rns_2006-05-24_e796fb5e-a09b-49c6-aac7-c3da89c31878.pdf
Proxy Solicitation & Information Statement
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九龍建業有限公司 KOWLOON DEVELOPMENT COMPANY LIMITED
(Incorporated in Hong Kong with limited liability)
(Stock Code: 34)
~~PROXY FORM FOR USE AT THE EXTRAORDINARY GENERAL MEETING~~
I/We [(Note 1)]
of
shares of HK$0.10 each in the capital
being the registered holder(s) of [(Note 2)] shares of HK$0.10 each in the capital of KOWLOON DEVELOPMENT COMPANY LIMITED (“the Company”) , HEREBY APPOINT [(Note 3)]
of
or failing him, the Chairman of the meeting as my/our proxy to act for me/us at the Extraordinary General Meeting (or at any adjournment thereof) of the Company to be held at the Crystal Ballroom, Basement 3, Holiday Inn Golden Mile Hong Kong, 50 Nathan Road, Kowloon, Hong Kong on Monday, 12 June 2006 at 2:00 p.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice convening the said meeting and at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the said resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.
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Resolutions For [(Note 4)] Against [(Note 4)]
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1 To approve, ratify and confirm (i) the Sale and Purchase Agreement dated 8 April 2006 between Profit Sphere International Limited and Polytec Holdings International Limited in respect of the acquisition by Profit Sphere International Limited of the entire issued share capital of New Bedford Properties Limited and the transactions contemplated thereunder; and (ii) the provision of loans by New Bedford Properties Limited after it has become a subsidiary of the Company, to Polytex Corporation Limited under the terms of the First Co-Investment Agreement dated 8 April 2006 and to Fok Kiu — Properties Investment Company Limited under the terms of the Second Co-Investment Agreement dated 8 April 2006 and the other transactions contemplated under each of such agreements and to authorize the Directors to execute relevant documents and to do relevant acts in connection therewith.
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2 To approve, ratify and confirm the Connected PAH Agreement dated 5 May 2006 between Polytec Asset Holdings Limited and the Company in respect of the subscription of shares of Polytec Asset Holdings Limited and the transactions contemplated thereunder, and to authorize the Directors to execute relevant documents and to do relevant acts in connection therewith.
Dated this day of 2006
Signature [(Note 5)] :
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
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Please insert the full name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .
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IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTEAGAINST A RESOLUTION, TICK IN THE BOX MARKED “ AGAINST ”. Failure to complete the boxes will entitle your proxy to cast his vote at his discretion.
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This form of proxy must be signed by you or your attorney duly authorised 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 authorised.
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In the case of joint registered holders of the shares, any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders are present at the meeting personally or by proxy, one of the said persons so present whose name stands first on the register of members in respect of the joint holding shall alone be entitled to vote in respect thereof.
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To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the office of the Company’s registrars, Computershare Hong Kong Investor Services Limited, on 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting thereof.
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Any member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and, on a poll, vote instead of him/ her. A proxy need not be a member of the Company.
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Completion and return of this form of proxy will not preclude you from attending and voting in person at the meeting or adjourned meeting thereof if you so wish, and in such event, the form of proxy shall be deemed to be revoked.
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ANY ALTERATION MADE IN THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.