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Leading Holdings Group Limited — Proxy Solicitation & Information Statement 2007
Sep 27, 2007
51112_rns_2007-09-27_544af219-b966-44e1-9421-f77baf7e14d4.pdf
Proxy Solicitation & Information Statement
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ULTRA GROUP HOLDINGS LIMITED 歐美集團控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8203)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 16 OCTOBER 2007
I/We (Note 1)
of
being the registered holder(s) of
shares (Note 2) of HK$0.01 (“Shares”)
each in the capital of Ultra Group Holdings Limited (the “Company”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING
or (Note 3) of
as my/our proxy to attend on my/our behalf at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to be held at 3rd Floor, Sunning Plaza, 10 Hysan Avenue, Causeway Bay, Hong Kong on Tuesday, 16 October 2007 at 11:00 a.m. for the purpose of considering and, if thought fit, passing the ordinary resolution set out in the notice convening the said meeting and at such meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below (Note 4) :
ORDINARY RESOLUTION (Note 5)
To approve the sale and purchase agreement dated 20 August 2007 and the supplemental agreement dated 14 September 2007 (collectively, the “Sale and Purchase Agreement”), entered into between the Company as seller, STEELCASE ASIA PACIFIC HOLDINGS LLC as purchaser and STEELCASE INC. as guarantor in relation to the sale and purchase of the entire issued share capital of Ultra Group Company Limited, a wholly-owned subsidiary of the Company, for a cash consideration of US$13.28 million, subject to the financial adjustments and the transactions contemplated under or in connection with the Sale and Purchase Agreement and authorize the Directors to do all things and execute all documents in connection with the Sale and Purchase Agreement, the Disposal and/or any matter(s) relating thereto.
| FOR(Note 4) | AGAINST(Note 4) |
|---|---|
Dated this
day of , 2007. Signature:
Notes:
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Full name(s) and address(es) to be inserted in BLOCK LETTERS .
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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).
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If any proxy other than the Chairman is preferred, please strike out words “ THE CHAIRMAN OF THE MEETING ” and insert the name and address of the proxy desired in the space provided. You may appoint one proxy or (if holding two or more shares) more proxies to attend the meeting. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “AGAINST” . Failure to complete any of 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 that referred to in the notice convening the meeting.
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The full text of the resolution referred to above appears in the notice of the meeting dated 28 September 2007.
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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.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.
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To be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrars and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Room 1806 & 1807, 18th 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 any adjournment thereof.
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The proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.