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Mao Geping Cosmetics Co., Ltd. Proxy Solicitation & Information Statement 2007

Apr 25, 2007

49848_rns_2007-04-25_5ef0ef3d-f7b5-4bac-a974-71ae9a377748.pdf

Proxy Solicitation & Information Statement

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SCMP Group Limited

SCMP


(Incorporated in Bermuda with limited liability)

(Stock Code: 583)

Form of Proxy

Annual General Meeting – 28 May 2007

I/We[(Notes][1][&][4)]

of

HEREBY APPOINT the Chairman of the Meeting[(Notes][2][&][3)] or

of

as my/our proxy to attend and vote the number of shares indicated below[(Note][5)] instead of me/us at the Annual General Meeting to be held at Island Ballroom A, Level 5, Island Shangri-La Hotel, Pacific Place, Supreme Court Road, Hong Kong on Monday, 28 May 2007 at 11:00 a.m. and at any adjournment thereof. I/We direct that my/our proxy vote the following resolutions as indicated[(Note][6)] .

Resolutions For (Note 6) For (Note 6) Against (Note 6) Against (Note 6) Against (Note 6)
1. To adopt the Audited Financial Statements and the Directors’ Report and
Auditors’ Report for the year ended 31 December 2006.
2. To approve the payment of a final dividend.
3. (a)
To re-elect Mr. Peter Lee Ting Chang as Independent Non-executive
Director.
(b)
To re-elect Mr. Wong Kai Man as
Independent Non-executive
Director.
(c)
To re-elect Tan Sri Dr. Khoo Kay Peng
as Non-executive Director.
4. To authorise the Board to fix Directors’ fee.
5. To re-appoint PricewaterhouseCoopers as Auditors and authorise the Board
to fix their remuneration.
6. To grant a general mandate to the Directors to issue shares in terms of the
proposed ordinary resolution set out in item 6 in the notice of the meeting.
7. To grant a general mandate to the Directors to repurchase shares in terms of
the proposed ordinary resolution set out in item 7 in the notice of the
meeting.
8. To grant a general mandate to the Directors to add repurchased shares to the
share issue general mandate in terms of the proposed ordinary resolution set
out in item 8 in the notice of the meeting.
Number of ordinary shares to
Signature (Note 7) which this proxy relates (Note 5)
Date 2007

Notes:

  1. Please insert your full name and address in BLOCK CAPITALS in the space provided. Only one of joint holders should be mentioned (but see note 4 below). 2. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the Meeting or” here printed, then insert the name and address of the proxy desired in BLOCK CAPITALS in the space provided and initial the alteration.

  2. The proxy need not be a member of the Company.

  3. Where there are joint registered holders of any share, any one of such persons may vote at the Annual General Meeting (or at any adjournment thereof), either personally or by proxy, 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 Annual General Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share will alone be entitled to vote in respect thereof. Several executors or administrators of a deceased member in whose name any share stands will be deemed joint holders thereof.

  4. Please insert the number of ordinary shares in the Company registered in your name to which this proxy relates in the box provided. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, this form of proxy will be deemed to relate to all the ordinary shares in the Company registered in your name (whether alone or jointly with others).

  5. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK (“”) IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK (“”) IN THE BOX MARKED “AGAINST” . If no indication is given, the proxy will vote or abstain at his discretion. On a show of hands, a member is entitled to one vote. On a poll, a member is entitled to one vote for every fully-paid share held and a member entitled to more than one vote need not use all his votes or cast his votes in the same way. A tick (“�”) in the relevant box indicates that the votes attached to all the shares stated above as held by you will be casted accordingly and a number in the relevant box indicates that the votes attached to the number of shares referred to in the box will be casted accordingly. The total number of shares referred to in the two boxes for the same resolution cannot exceed the number of shares stated above as this proxy relates. Where numbers are referred to in both boxes for the same resolution, the proxy will vote on a show of hands according to the box with the larger number or, in case of an equal number for both boxes, the proxy will cast his vote at his discretion.

  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 either under seal or under the hand of an officer or attorney duly authorised.

  7. In order 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 notarially certified copy of that power of attorney), must be lodged at Morning Post Centre, 22 Dai Fat Street, Tai Po Industrial Estate, New Territories, Hong Kong not less than 48 hours before the time appointed for holding the Annual General Meeting (or at any adjournment thereof) .

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

  9. For identification purpose only