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Minmetals Land Limited Proxy Solicitation & Information Statement 2011

Aug 9, 2011

49053_rns_2011-08-09_9a1e7257-4b04-41d1-be4c-18e35a2aa6d1.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability) (Stock Code: 136) PROXY FORM FOR ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 8 SEPTEMBER 2011 AND AT ANY ADJOURNMENT THEREOF

I/We[(a)] , of

being the registered holder(s) of shares[(b)] of HK$0.10 each in the capital of Mascotte Holdings Limited (the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[(c)] of

as my/our proxy to vote and act for me/us at the annual general meeting of the Company to be held at 30/F., China United Centre, 28 Marble Road, North Point, Hong Kong on Thursday, 8 September 2011 at 9:00 a.m. and at any adjournment thereof (the “ Meeting ”) for the purpose of considering and, if thought fit, passing the resolutions set out in the notice dated 9 August 2011 convening the Meeting and at the 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[(d)] .

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR FOR AGAINST
1. To receive and consider the audited financial statements and the reports of the
directors of the Company and of the auditor of the Company for the year ended 31
March 2011
2. (a)
to re-elect Mr. Peter Temple Whitelam as executive director of the
Company
(b)
to re-elect Mr. Lo Yuen Wa Peter as executive director of the Company
(c)
to re-elect Mr. Suen Yick Lun Philip as executive director of the Company
(d)
to re-elect Mr. Lau King Hang as executive director of the Company
(e)
to re-elect Dr. Wu Yi-Shuen as executive director of the Company
(f)
to re-elect Dr. Chuang, Henry Yueheng as non-executive director of the
Company
(g)
to re-elect Dr. Chien Yung Nelly as independent non-executive director of
the Company
3. (h)
to authorize the directors of the Company to fix their own remuneration
To appoint Deloitte Touche Tohmatsu as the auditor of the Group and to authorize
the directors of the Company to fix their remuneration
4. To grant a general mandate to the directors of the Company to issue, allot and deal
with shares not exceeding 20% of the aggregate nominal amount of the issued
share capital of the Company as at the date of passing this resolution
5. To grant a general mandate to the directors of the Company to repurchase shares
not exceeding 10% of the aggregate nominal amount of the issued share capital of
the Company as at the date of passing this resolution
6. To extend the general mandate granted to the directors of the Company by
resolution no. 4 to issue shares by adding the amount of shares repurchased
pursuant to the general mandate granted by resolution no. 5
7. To approve the refreshment of the scheme mandate limit of the share option
scheme adopted by the Company on 21 August 2003 (the “Share Option
Scheme”) and to authorize the directors of the Company to grant options under the
Share Option Scheme up to the refreshed limit
Date this day of 2011 Signature(e):

Notes:

(a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . (b) Please insert the number of shares 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 Company registered in your name(s).

  • (c) If any proxy other than the Chairman is preferred, strike out “ THE CHAIRMAN OF THE MEETING or” here and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  • (d) 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 tick any box 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.

  • (e) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its seal or under the hand of an officer or attorney duly authorized.

  • (f) Where there are joint holders of any share any one of such joint holder may vote, either in person 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 any meeting the vote of the senior 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), and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

  • (g) To be valid, this form of proxy and the power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority, must be delivered to the Company’s Share Registrar in Hong Kong, Tricor Secretaries Limited, at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or adjourned meeting at which the person named herein proposes to vote.

  • (h) The proxy need not be a member of the Company.