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Melco International Development Limited — Proxy Solicitation & Information Statement 2024
Oct 3, 2024
49028_rns_2024-10-03_e94a0c55-29f9-4cfb-9737-dc1d6a20bef0.pdf
Proxy Solicitation & Information Statement
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Crocodile Garments Limited
(Incorporated in Hong Kong with limited liability)
(Stock Code: 122)
FORM OF PROXY
For use by Members at the Extraordinary General Meeting to be held on Wednesday, 30 October 2024 at 11:45 a.m. or immediately after the conclusion or the adjournment of the 2024 AGM of the Company to be held at the same venue and on the same day
Number of Shares to which this Form of Proxy relates[(Note 1)]
I/We[(Note 2)] ,
of being the registered holder(s) of ordinary shares (‘‘ Shares ’’) in the capital of Crocodile Garments Limited (‘‘ Company ’’), HEREBY APPOINT[(Note][3)] , the chairman of the meeting or
of
as my/our proxy to attend and act for me/us at the extraordinary general meeting of the Company to be held at The Garden Rooms, 2/F., The Royal Garden, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Wednesday, 30 October 2024 at 11:45 a.m. (‘‘ EGM ’’) or immediately after the conclusion or the adjournment of the 2024 AGM of the Company to be held at the same venue and on the same day (as the case may be) and to vote on my/our behalf in respect of the resolution to be considered and, if thought fit, passed at EGM and its adjournment (as the case may be) as directed below.
Please indicate with a ‘‘✓’’ in the following boxes provided how you wish your vote(s) to be cast on a poll.
For[(Note 4)] Against[(Note 4)] Ordinary Resolution “THAT: (a) subject to and conditional upon, among other things, the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting approval for the listing of, and permission to deal in, the Consolidated Shares (as defined below) in issue, with effect from the second business day immediately following the day of passing of this resolution, being a day on which the shares of the Company are traded on the Stock Exchange: (i) every twenty (20) issued and unissued ordinary shares in the share capital of the Company be consolidated into one (1) ordinary share (each a “ Consolidated Share ”), and such Consolidated Share(s) shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions contained in the articles of association of the Company (the “ Share Consolidation ”); (ii) any fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to the shareholder(s) of the Company concerned, but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company in such manner and on such terms as the directors of the Company (the “ Directors ”) may think fit and/or repurchased (and, if thought fit, cancelled) in such manner and on such terms as the Directors may think fit; and (iii) any one or more Directors be and are hereby authorised to take such actions, do all such acts and things and execute all such further documents or deeds as they may, in their absolute discretion, consider necessary, appropriate, desirable or expedient for the purpose of, or in connection with, the implementation of or giving effect to or the completion of any matters relating to the Share Consolidation.” Member’s Signature(s):[(Note][5)] Dated this day of , 2024 Notes: 1. Please insert the number of the Shares 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 registered in your name(s).
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Full name(s) and address(es) must be inserted in CAPITAL LETTERS . 3. A member of the Company (‘‘ Member ’’) is entitled to appoint one (or, if he/she/it holds two or more Shares, more than one) proxy of his/her/its choice to vote instead of him/her/it provided that each proxy is appointed to exercise the rights attached to the Share(s) held by the Member. A proxy need not be a Member. If such an appointment is made, please delete the words ‘‘the chairman of the meeting or’’ and insert in CAPITAL LETTERS the name and address of the person appointed as the proxy in the space provided. For appointment of more than one proxy, the original form of proxy may be photocopied for use.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), PLEASE TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’ . If a ‘‘✓’’ is put under the columns ‘‘For’’ or ‘‘Against’’, it will be deemed to relate to the total number of Shares held. If only part of the shareholding is to be voted, please state the relevant number of Shares under the column(s) ‘‘For’’ or ‘‘Against’’. If this form of proxy is returned duly signed but without a specific direction, the proxy will cast your vote(s) or abstain from voting at his/her discretion. Save to the extent of any instructions as aforesaid, this form of proxy gives absolute authority to the proxy to do all such things (including voting or abstaining as he/she may at his/her absolute discretion consider appropriate) that the appointing Member may do in respect of any business which may be transacted at EGM.
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This form of proxy must be signed by the appointor or his/her/its attorney duly authorised in writing, or if such appointor is a corporation, either given under its common seal or under the hand of an officer or attorney duly authorised.
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To be valid, this form of proxy, duly signed and completed, together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company’s share registrar, Tricor Tengis Limited (‘‘Registrar’’) , at 17/F., Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding EGM or its adjournment (as the case may be). The contact phone number of the Registrar is (852) 2980 1333 .
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Where there are joint registered holders of any Shares, any one of such joint holders may attend and vote at EGM or any adjournment thereof (as the case may be), either in person or by proxy, in respect of such Shares as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at EGM or any adjournment thereof (as the case may be) personally or by proxy, then one of such holders so present whose name stands first in the Register of Members in respect of such Shares will alone be entitled to vote in respect thereof.
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Completion and return of this form of proxy does not preclude a Member from attending in person and voting at EGM or its adjournment (as the case may be) should he/she so wish. In such case, the said form(s) of proxy shall be deemed to be revoked.
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Any alterations made in this or any photocopied form of proxy must be initialled by the person who signs it.
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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, voting on all resolutions set out in the notice of EGM will be decided by way of a poll at EGM.
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The Company reserves its rights to treat any form of proxy which has been incorrectly completed in some manner as valid if such incorrectness is considered, at the Company’s absolute discretion, not material.
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A Member or his/her/its proxy should produce proof of identity when attending EGM. If a corporate Member appoints its representative to attend EGM, such representative should produce proof of identity and a copy of the resolution of the board of directors or other governing body of that Member appointing such representative to attend EGM.
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 instructions.
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(iii) Your Personal Data may be disclosed or transferred by the Company to its subsidiaries, the Registrar, and/or other companies or bodies for any of the stated purposes, and retained for such period as may be necessary for 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 by mail to the Registrar at the above address.
This Proxy Form is made in English and Chinese. In case of any inconsistency, the English version shall prevail.