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Man Sang International Limited Proxy Solicitation & Information Statement 2021

Feb 5, 2021

49578_rns_2021-02-05_f01dae50-5878-4d94-a82f-7e0a44700f6f.pdf

Proxy Solicitation & Information Statement

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Man Sang International Limited

(Incorporated in Bermuda with limited liability)

(Stock Code: 938)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

(THE “MEETING”) TO BE HELD ON FRIDAY, 26 February 2021

I/We[(1)]

of

being the registered holder(s) of[(2) ]

shares of HK$0.10 each in the capital of Man Sang

International Limited (the “Company”), HEREBY APPOINT[(3)] the Chairman of the Meeting or

of

as my/our proxy to act for me/us at the Meeting (or at any adjournment thereof) of the Company to be held at Suite 2703, 27/F., Shui On Centre, 6-8 Harbour Road, Wanchai, Hong Kong on Friday, 26 February 2021 at 4:00 p.m. for the purpose of considering and, if thought fit, passing with or without modifications, the resolutions set out in the notice convening the 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 hereunder indicated or, if no such indication is given, as my/our proxy thinks fit. Unless otherwise specified, capitalised terms used in this form shall have the same meanings as defined in the circular of the Company dated 8 February 2021.

ORDINARY RESOLUTION [#] FOR[(4)] AGAINST[(4)] 1. To approve the Share Consolidation (as defined in the Notice) and to authorise the directors of the Company to do all such acts, deeds and things and to effect all necessary actions as they may consider necessary or desirable in connection with the implementation of the Share Consolidation and to aggregate all fractional Consolidated Shares (as defined in the Notice) and sell them for the benefits of the Company.

Please refer to the Notice for the full text of the resolution.

Dated this day of 2021 Signature[(5)] :

Notes:

  1. Please insert full name(s) and address(es) in BLOCK CAPITALS.

  2. Please insert the number of shares of HK$0.10 each in the Company to which this form of proxy relates and 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. If any proxy other than the Chairman is preferred, strike out the words ‘the Chairman of the Meeting or’ herein inserted and insert the full name and address of the proxy desired in the space provided.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX UNDER “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A “ ” IN THE RELEVANT BOX UNDER “AGAINST”. Failure to complete 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 those referred to in the notice convening the Meeting.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, either under your seal or under the hand of your officer, attorney or other person duly authorised.

  6. If two or more persons are jointly entitled to a share and are present at the Meeting, only the joint holder whose name stands first in the register of members of the Company in respect of the joint holding is entitled to vote at the Meeting.

  7. To be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a certified copy thereof must be deposited at the Company’s branch registrar in Hong Kong, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the Meeting or any adjourned meeting (as the case may be).

  8. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one or more proxies (if the member is a holder of two or more shares), to attend and vote in his stead. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Completion and deposit of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.

  10. Any alteration made in this form of proxy must be initialled by the person who signs it.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Secretaries Limited at the above address.