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Longfor Group Holdings Limited — Proxy Solicitation & Information Statement 2014
Nov 27, 2014
49591_rns_2014-11-27_414b3058-4955-4843-aa20-814c3ce51f02.pdf
Proxy Solicitation & Information Statement
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Longfor Properties Co. Ltd. 龍湖地產有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 960)
FORM OF PROXY FOR USE AT THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON DECEMBER 15, 2014 OR AT ANY ADJOURNMENT THEREOF
I/We, [(Note][1)]
of
being the registered holder(s) of
share(s) [(Note][2)] of HK$0.10 each in
the share capital of Longfor Properties Co. Ltd. (the “Company”), HEREBY APPOINT
of or failing him/her the CHAIRMAN OF THE MEETING [(Note][3)] to act as my/our proxy to attend the extraordinary general meeting of the Company (the “Meeting”) (or any adjournment thereof) to be held at Cliftons Hong Kong, Level 5, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Monday, December 15, 2014 at 2:30 p.m. for the purposes of considering and, if thought fit, passing the following resolutions set out in the notice convening the Meeting, and to vote for me/us at the Meeting as indicated below, and if no such indication is given, as my/our proxy thinks fit.
ORDINARY RESOLUTIONS 1. To approve the conditional sale and purchase agreement (the “Sale and Purchase Agreement”) dated November 3, 2014 entered into between the Company, Juntion Development Hong Kong (Holding) Limited, Charm Talent International Limited (the “First Vendor”), Junson Development International Limited (the “Second Vendor”), Madam Wu Yajun and Mr. Cai Kui in relation to, among other matters, the Acquisition (as defined in the circular (the “Circular”) of the Company to its shareholders dated November 28, 2014), and all the transactions contemplated under the Sale and Purchase Agreement, including but not limited to the allotment and issue to the First Vendor and the Second Vendor (or as either of them may direct) of 230,797,101 and 135,547,504 ordinary shares, respectively, of HK$0.10 each in the share capital of the Company at the issue price of HK$8.694 per share, each credited as fully paid up and ranking pari passu with the existing issued shares of the Company pursuant to the Sale and Purchase Agreement.
FOR [(Note][4)] AGAINST [(Note][4)]
- To approve and authorize any one director of the Company or any other person authorised by the board of directors of the Company from time to time to sign, execute, perfect and deliver and where required, affix the common seal of the Company to, all such documents, instruments and deeds, and do all such actions which are in his opinion necessary, appropriate, desirable or expedient for the implementation and completion of the Sale and Purchase Agreement and all other transactions contemplated under or incidental to the Sale and Purchase Agreement, and all other matters incidental thereto or in connection respectively therewith and to agree to the variation and waiver of any of the matters relating thereto that are, in his opinion, appropriate, desirable or expedient in the context of the Acquisition and are in the best interests of the Company.
Dated this
day of
2014
Signature(s) [(Note][5)] :
Notes:
-
Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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Please insert the number of shares of the Company registered in your name(s) to which this form of proxy relates. 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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If any proxy other than the chairman of the Meeting is preferred, please insert the name and address of the proxy desired in the space provided. 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, PLEASE TICK (“ � ”) IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“ � ”) IN THE RELEVANT BOX MARKED “AGAINST”. Failure to complete the boxes will entitle your proxy to cast your vote or abstain 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 seal, or under the hand of an officer or attorney duly authorised.
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Where there are joint holders of any share, any one of such persons may vote at the Meeting, either in person or by proxy or by attorney, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders be present at the Meeting personally or by proxy or by attorney, then that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.
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This form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power of attorney or other authority, must be deposited at the office of the Company’s Hong Kong branch share registrars, Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not less than 48 hours before the time for holding the Meeting or any adjourned meeting thereof. Delivery of this form of proxy shall not preclude you from attending and voting in person at the Meeting or any adjourned meeting thereof , and in such event, this form of proxy shall be deemed to be revoked.
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Pursuant to Rule 13.39(4) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, all votes of shareholders at the Meeting will be taken by poll except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.
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ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
PERSONAL INFORMATION COLLECTION STATEMENT
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(i) “Personal Data” in this statement has the same meaning as “personal data” in the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong (“PDPO”). (ii) Your supply of Personal Data to the Company is on a voluntary basis. If you fail to provide sufficient information, the Company may not be able to process your appointment of proxy and other instructions.
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(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, its share registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for our verification and record purposes.
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(iv) You have the right to request access to and/or correction of your Personal Data in accordance with the provisions of the PDPO. Any such request for access to and/or correction of your Personal Data should be in writing to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited.