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Nan Nan Resources Enterprise Limited Proxy Solicitation & Information Statement 2009

Jun 12, 2009

49784_rns_2009-06-11_6c882b96-6182-4f0e-a75e-39a20f47e986.pdf

Proxy Solicitation & Information Statement

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==> picture [52 x 53] intentionally omitted <==

ARTFIELD GROUP LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 1229)

FORM OF PROXY FOR SPECIAL GENERAL MEETING TO BE HELD ON 29 JUNE 2009 (OR ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of[2] shares of HK$0.10 each (“Shares”) in the issued share capital of Artfield Group Limited (the “Company”) HEREBY APPOINT[3] the chairperson of the meeting or

of

as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting (“SGM”) of the Company to be held at Suites 1003-1006, 10/F., Two Pacific Place, 88 Queensway, Hong Kong on 29 June 2009 at 11:00 a.m. (or at any adjournment thereof) in respect of the resolutions set out in the notice of SGM as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit.

  • AS ORDINARY RESOLUTIONS For[4] Against[4]

    1. the Sale and Purchase Agreement (as defined in the circular of the Company dated 12 June 2009, copy of which has been produced to the SGM marked “A” and signed by the chairperson of the SGM for the purpose of identification), and the terms and conditions thereof and the transaction contemplated thereunder and the implementation thereof be and are hereby approved, ratified and confirmed; and
    1. any one of the directors be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Sale and Purchase Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Sale and Purchase Agreement they may in their discretion consider to be desirable and in the interests of the Company and all the directors’ acts as aforesaid be hereby approved, ratified and confirmed.

Dated this day of 2009. Signature(s)[5]

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). If no number is inserted, this form of proxy will be deemed to relate to all the Shares in the issued share capital of the Company registered in your name(s).

  3. If any proxy other than the chairperson of the meeting is preferred, delete the words “the chairperson of the meeting or” 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. The proxy needs not be a member of the Company but must attend the meeting (or any adjournment thereof) to represent you.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK () THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK () IN THE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  5. 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 such power or authority, must be deposited at the Company’s Hong Kong branch share registrar, Union Registrars Limited, at Rooms 1901-1902, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

  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 either be executed under its common seal or under the hand of an officer or attorney or other person duly authorised.

  7. In the case of joint registered holders, this form of proxy may be signed by any joint holder and any one of such holders may attend and vote at the meeting either personally or by proxy, but if more than one of such joint holders be present at the meeting personally or by proxy, the vote of the said persons so present whose name stands first in the register of members in respect of the joint holding shall be accepted to the exclusion of the votes of the other joint holders.

  8. Completion and return of the form of proxy will not preclude you from attending and voting at the SGM (or any adjournment thereof) if you so wish.