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Lee Kee Holdings Limited Proxy Solicitation & Information Statement 2008

Apr 8, 2008

49357_rns_2008-04-08_7d8365c2-db5c-4f92-be60-0213a61f1298.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 637)

Form of Proxy for use at the Extraordinary General Meeting to be held at Kowloon Room I, Mezzanine Floor, Kowloon Shangri-La, 64 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30th April 2008 at 3:00 p.m.

I/We[1] of

being the registered holder(s) of[2] Lee Kee Holdings Limited (the “ Company ”), hereby appoint[3] of

shares of HK$0.10 each in the capital of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf/behalves at the Extraordinary General Meeting (and at any adjournment thereof) of the Company to vote for me/us in my/our name(s) in respect of the resolution referred to in the Notice of the Extraordinary General Meeting (with or without modifications) in the manner as hereunder indicated and if no such indication is given, as my/our proxy thinks fit.

  • RESOLUTION FOR[4] AGAINST[4]

  • a. to approve the raw materials supply agreement (the “ Raw Materials Supply Agreement ”) (a copy of which is produced to the meeting and marked “ A ” and initialled by the Chairman of this meeting for identification purpose) dated 20th March 2008 and entered into between (i) 佛山市南海區利采隆有色金屬有限公司 (Foshan Nanhai Almax Non-Ferrous Metals Company Limited); and (ii) 佛山市 南海區萬興隆製品金屬有限公司 (Foshan Nanhai Wanxinglong Metal Manufacturing Co., Ltd.) and the non-exempt continuing connected transaction (as defined in the Listing Rules) contemplated thereunder;

  • b. to approve the Annual Cap (as defined in the circular of the Company dated 9th April 2008 despatched to the shareholders of the Company, a copy of which is produced to this meeting marked “ B ” and initialled by the Chairman of this meeting for identification purpose) for each of the three financial years ending 31st December 2010; and

  • c. to authorise any one Director, or any two Directors or one Director and the Company Secretary if the affixation of the common seal is necessary to execute for and on behalf of the Company all such other documents, instruments and agreements and to take all steps necessary or expedient to implement and/or give effect to the Raw Materials Supply Agreement.

Dated this day of 2008 Signature(s)[7]

Notes:

  1. Please fill in your full name(s) and address(es) in BLOCK CAPITALS . The names of all joint holders should be stated.

  2. Please fill in the number of shares of HK$0.10 each in the capital of the Company registered in your name(s). If no number is stated, 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. Please fill in the full name and address of the proxy (who must be an individual) in BLOCK CAPITALS. IF NO NAME IS GIVEN, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PUT A ’’ IN THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PUT A ’’ IN THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. The proxy will be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. To be valid, this Proxy Form, 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 Branch Share Registrar and Transfer Office of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. If more than one joint holders of a share are present at the meeting personally or by proxy, the joint holder so present whose name stands first on the register of members in respect of such share, shall alone be entitled to vote.

  7. This Proxy Form must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer, attorney or other person duly authorised.

  8. Completion and delivery of this Proxy Form shall not preclude you from attending and voting in person at the meeting if you so wish. 9. Any alterations to this Proxy Form must be initialled by the person who signs it.

  9. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its discretion) is not material as being valid.