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Millennium Pacific Group Holdings Limited Proxy Solicitation & Information Statement 2019

Sep 25, 2019

51295_rns_2019-09-24_77b89a0b-e9a0-4ffd-92c9-cca30d6fe464.pdf

Proxy Solicitation & Information Statement

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Millennium Pacific Group Holdings Limited 匯 思 太 平 洋 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8147)

Form of proxy for the Extraordinary General Meeting to be held on Monday, 14 October 2019 and any adjournment thereof

I/We[(Note][1)]

of

being the registered shareholder(s) of

shares[(Note][2)] in Millennium Pacific Group Holdings Limited

(the ‘‘Company’’), HEREBY APPOINT THE CHAIRMAN OF THE MEETING[(Note][3)] or, failing him,

of

as my/our proxy to attend and act for me/us at the extraordinary general meeting (the ‘‘Meeting’’) (and at any adjournment thereof) of the Company to be held at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong, on Monday, 14 October 2019 at 11:30 a.m. for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice of the Meeting dated 25 September 2019 (the ‘‘Notice’’) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below[(Note][4)] , or if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION# FOR (Note 4) AGAINST (Note 4)
(a) Toapprove,confirmandratifytheSaleandPurchaseAgreementand
Supplemental Agreement (as defined inthe Notice) and the transaction
contemplated thereunder.
(b) To grant the Specific Mandate (as defined in the Notice) to the allotment and
issue of the Consideration Shares (as defined in the Notice).
(c) To authorise the directors of the Company to do all such acts, deeds and things
and execute all such documents, including under the seal of the Company, where
applicable, as they may consider necessary or expedient to complete, implement
and give effect to the foregoing arrangements in connection with the Sale and
PurchaseAgreement,theSupplementalAgreementandthetransaction
contemplated thereunder.

Full text of the resolutions is set out in the Notice.

Dated this day of 2019 Signature(s)[(Note][5)] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  1. Please insert the number of shares of the Company registered in your name(s) to which this 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).

  2. If any proxy other than the Chairman is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ and insert the name and address of the proxy desired in the space provided. A member may appoint a proxy or separate proxies to attend and vote in his stead. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  3. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any box will entitle your proxy to cast his votes at his discretion or abstain from voting. Your proxy will also 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.

  4. 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 executed under its common seal or under the hand of an officer or attorney or other person duly authorised to sign the same.

  5. In the case of joint holders of any shares of the Company, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he were solely entitled thereto. However, if more than one of such joint holders is present at the Meeting, either personally or by proxy, the vote of the joint holder whose name stands first in the register of members of the Company and who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s).

  6. To be valid, this form of proxy together with the power of attorney (if any) or other authority under which it is signed (if any) or a notarially certified copy thereof, must be lodged at the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof (as the case may be).

  7. The proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

  9. The descriptions of the ordinary resolutions are by way of summary. The full text of the ordinary resolutions is set out in the Notice.

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 (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 for use in connection with the Purposes and to such parties who are authorized 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 the Company/Tricor Investor Services Limited at the above address.