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MTT Group Holdings Limited Proxy Solicitation & Information Statement 2015

Nov 16, 2015

50542_rns_2015-11-16_459ead4f-2eee-4081-81db-fb8fd7ea2693.pdf

Proxy Solicitation & Information Statement

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PACMOS TECHNOLOGIES HOLDINGS LIMITED

( 弘 茂 科 技 控 股 有 限 公 司 )[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 1010)

FORM OF PROXY FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD ON TUESDAY, 15 DECEMBER 2015

I/We[(Note][1)]

of

being the registered holder(s) of

(Note 2) shares in the issued share capital of PacMOS Technologies Holdings

Limited (the ‘‘Company’’) hereby appoint the Chairman of the meeting[(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the special general meeting (the ‘‘SGM’’) of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong Hotel, 238 Jaffe Road, Wanchai, Hong Kong on Tuesday, 15 December 2015 at 10:30 a.m. (or at any adjournment thereof) for the purpose of considering and, if thought fit, passing, the resolutions as set out in the notice convening the SGM (the ‘‘Notice of SGM’’) and at the SGM to vote for me/us and in my/our name(s) in respect of such resolutions as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

Capitalised terms used in this form of proxy shall have the same meaning as those defined in the circular of the Company dated 17 November 2015 unless context requires otherwise.

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----- Start of picture text ----- ORDINARY RESOLUTION FOR [(Note] [4)] AGAINST [(Note] [4)]1. To approve the increase in authorised share capital of the Company from HK$50,000,000divided into 500,000,000 shares of par value HK$0.10 each (‘‘Shares’’) to HK$100,000,000divided into 1,000,000,000 Shares by the creation of 500,000,000 new Shares which are to rankpari passu with the existing Shares in all respect and to authorise the directors of the Company(the ‘‘Directors’’) to do all things, including but not limited to the execution of all documentsand exercise of the powers of the Company which the Directors may deem to be necessary ordesirable to effect the aforesaid increase in authorised share capital of the CompanySPECIAL RESOLUTIONS FOR [(Note] [4)] AGAINST [(Note] [4)]2. To approve the change of English name of the Company from ‘‘PacMOS Technologies HoldingsLimited’’ to ‘‘PacRay International Holdings Limited’’, and to adopt the new Chinese name ‘‘太睿國際控股有限公司’’ as the secondary name of the Company and to authorise the Directors todo all things, including but not limited to the execution of all documents and exercise of thepowers of the Company which the Directors may deem to be necessary or desirable to effect theaforesaid name change of the Company3. To approve the amendments of the bye-laws of the Company in the manner as set out in theNotice of SGM and to authorise the Directors to do all things, including but not limited to theexecution of all documents and exercise of the powers of the Company which the Directors maydeem to be necessary or desirable to effect the aforesaid amendments to the bye-laws of theCompany and to do all such things as necessary in respect of the amendments pursuant to therequirements (if any) under all domestic or overseas applicable laws, including but not limited tothe laws of Bermuda, or under the rules of any stock exchange on which any securities of theCompany are listed, including but not limited to the Rules Governing the Listing of Securitieson The Stock Exchange of Hong Kong LimitedDated this day of 2015 Signature(s) [(Note] [5)]----- End of picture text -----

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of 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 of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words ‘‘the Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the SGM is entitled to appoint more than one proxy to attend and on a poll, vote instead of him. A proxy need not be a shareholder of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘P’’) THE BOX MARKED ‘‘AGAINST’’. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the SGM other than those referred to in the notice convening the SGM.

  5. This form of proxy must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either executed under its common seal or under the hand of an officer or attorney so authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  6. In case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of 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.

  7. thereof,In order mustto bebevalid,depositedthis format theof Companyproxy, together’s HongwithKongthebranchpowershareof attorneyregistrar,or Tricorother authorityTengis Limited,(if any)atunderLevelwhich22, Hopewellit is signedCentre,or a 183notariallyQueencertified’s Road East,copy Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

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

  • For identification purpose only