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New Focus Auto Tech Holdings Limited Proxy Solicitation & Information Statement 2007

May 25, 2007

49157_rns_2007-05-25_4bb6d53a-d68d-4745-b96f-4df0a73f7b2b.pdf

Proxy Solicitation & Information Statement

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==> picture [102 x 39] intentionally omitted <==

NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 360)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Floor, Grand Hyatt Hong Kong, 1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.

I/We[1]

of

being the registered holder(s) of[2] capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint[3] of

shares of HK$0.10 each in the issued share

or failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the meeting (with or without amendments) as hereunder indicated.

Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated. Form of proxy for the Annual General Meeting to be held at Library Room, Mezzanine Fl1 Harbour Road, Hong Kong on Monday, 18 June 2007 at 2:00 p.m.I/We1ofbeing the registered holder(s) of2shares of HK$ capital of New Focus Auto Tech Holdings Limited (the “Company”), hereby appoint3ofor failing him, the Chairman of the Meeting, as my/our proxy to attend on my/our behaadjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set o(with or without amendments) as hereunder indicated.
Ordinary Resolutions For4 Against4
1. To receive and adopt the audited consolidated financial statements and the reports ofthe Directors and the Auditors for theyear ended 31 December 2006.
2A. (i)To re-elect Mr. HungWei Pi, John as an executive Director.
(ii)To re-elect Mr. Douglas Charles Stuart Fresco as an executive Director.
(iii)To re-elect Mr. Norman L. Matthew as an executive Director.
(iv)To re-elect Mr. Lu Yuan Chengas an executive Director.
(v)To re-elect Mr. Li JungHsingas a non-executive Director.
(vi)To re-elect Ms. Irene Shih as a non-executive Director.
2B. To authorise the Board of Directors to fix the Directors’ remuneration.
3 T it BDO MCb L Liitd th Adit f th C d t thi
. o re-appon cae o me as e uors o e ompany an o auorsethe Board of Directors to fix their remuneration.
4A. To give a general mandate to the Directors to allot, issue and deal with additionalshares not exceeding20per cent. of the issued share capital of the Company.
4B. To give a general mandate to the Directors to repurchase shares of the Company notexceeding10per cent. of the issued share capital of the Company.
4C. To extend the general mandate granted to the Directors to allot, issue and deal withadditional shares of an amount not exceeding the nominal amount of shares repurchasedbythe Company.
4D. To approve the bonus issue of shares by capitalising the share premium account.
Dated this day of , 2007.Signature(s)7:

Notes:

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

  2. Please insert the number of shares of HK$0.10 each in the issued share capital of the Company registered in your name(s); 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).

  3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, the proxy will be entitled to vote or abstain as he thinks fit. Your proxy will 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 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 that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 46/F., Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the Register of Members of the Company in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder (s).

  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

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

  9. Completion and return of the form of proxy will not preclude you from attending the meeting or any adjournment thereof and voting in person if you so wish and in such event, the form of proxy will be deemed to be revoked.

  10. Any alteration to this form of proxy must be initialled by the person who signs it.

  • For identification purpose only