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Le Saunda Holdings Limited Proxy Solicitation & Information Statement 2008

Jul 30, 2008

49436_rns_2008-07-30_03bbe51a-c069-43c5-8250-978c411d2702.pdf

Proxy Solicitation & Information Statement

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FOUR SEAS MERCANTILE HOLDINGS LIMITED 四洲集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 374)

Form of Proxy for use at the Annual General Meeting – Tuesday, 9 September 2008

I/We (note 1) (name of shareholder) of (address of shareholder) being the registered holder(s) of (note 2) shares of HK$0.10 each in the capital of the above named Company (the “Company”) hereby appoint (note 3) (name of proxy) of (address of proxy)

or the Chairman of the Meeting as my/our proxy at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at Grand Ballroom, 2nd Floor, Hotel Nikko Hong Kong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Tuesday, 9 September 2008 at 12:00 noon 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 (and at any adjournment thereof) to vote on my/our behalf in respect of the Resolutions as directed below:

Please indicate with a “X” in the boxes provided how you wish the proxy to vote on your behalf.

RESOLUTIONS For(note 4) Against(note 4)
1. To receive and consider the Audited Consolidated Financial Statements and the 1.□ 1.□
Reports of the Directors and of the Auditors for the year ended 31 March 2008.
2. To declare a final dividend for the year ended 31 March 2008. 2.□ 2.□
3. A. To re-elect the following persons as Directors:
(a)Dr. Tai Tak Fung, Stephen 3.A(a)□ 3.A(a)□
(b)Dr. Wu Mei Yung, Quinly 3.A(b)□ 3.A(b)□
(c)Mr. Wu Wing Biu 3.A(c)□ 3.A(c)□
B. To authorise the Board of Directors to fix the Directors’ remuneration. 3.B□ 3.B□
4. To appoint Messrs Ernst & Young as Auditors and to authorise the Board of 4.□ 4.□
Directors to fix their remuneration.
5. Ordinary Resolution – to grant a general mandate to the Directors to 5.□ 5.□
repurchase shares up to a maximum of 10% of the total nominal amount of the
issued share capital of the Company as at the date of passing this resolution.
6. Ordinary Resolution – to grant a general mandate to the Directors to issue 6.□ 6.□
new shares up to a maximum of 20% of the total nominal amount of the issued
share capital of the Company as at the date of passing this resolution.
7. Ordinary Resolution – to extend the general mandate granted to the 7.□ 7.□
Directors to issue new shares by the number of shares repurchased.

Dated this day of 2008 Signature(s)

Shareholder(s)

Notes:

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

  2. 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).

  3. A proxy need not be a member of the Company. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY . If any proxy other than the Chairman of the Meeting is appointed, please delete the words “or the Chairman of the Meeting” and insert the name and address of the person appointed as proxy in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT .

  4. Please mark as appropriate. If this form is returned duly signed but without a specific direction, the proxy will vote or abstain 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.

  5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect to the joint holding.

  6. 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 under its common seal or under the hand of an officer or attorney duly authorised.

  7. 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 of that power or authority, must be deposited with the Company’s Share Registrars in Hong Kong, Tricor Tengis Limited, 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Annual General Meeting or any adjourned meeting.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjourned meeting if you so wish.

  • For identification purpose only