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New Sparkle Roll International Group Limited Proxy Solicitation & Information Statement 2011

Jul 8, 2011

49595_rns_2011-07-08_3dcc8c5b-9e35-4022-8136-e3d9086900cd.pdf

Proxy Solicitation & Information Statement

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Sparkle Roll Group Limited 耀萊集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 970)

PROXY FORM

Form of proxy for use at the Annual General Meeting to be held on 9 August 2011 (“Meeting”)

I/We[1] of

being the registered holder(s) of shares[2] of HK$0.002 each in the capital of the above-named Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of as my/our proxy to vote and act for me/us at the Meeting (and at any adjournment thereof) of the said Company to be held at The Hong Kong Bankers Club, 43/F Gloucester Tower, The Landmark, Central, Hong Kong on 9 August 2011 at 4:30 p.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the Notice convening the said Meeting (“ Resolutions ”) 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[4] .

ORDINARY RESOLUTIONS FOR AGAINST
1. To receive, consider and adopt the audited consolidated financial statements and the reports
of the directors and auditors of the Company for the year ended 31 March 2011.
2. To approve a final dividend, of HK1 cent per share out from contributed surplus account,
for the year ended 31 March 2011.
3. (a)To re-elect Mr. Choy Sze Chung, Jojo as director of the Company
(b)To re-elect Mr. Lam Kwok Cheong as director of the Company
(c)To re-elect Mr. Gao Yu as director of the Company
(d)To re-elect Mr. Qi Jian Wei as director of the Company
(e)To authorize the board of directors to fix directors’ remuneration
(f)To grant power to the board of directors of the Company to appoint additional
director(s)
4. To re-appoint BDO Limited as auditors and authorise the board of directors to fix their
remuneration
5. To grant the directors of the Company a general mandate to allot, issue and deal with
unissued shares in the capital of the Company
6. To grant a general mandate to the directors of the Company to repurchase shares of the
Company
7. To add nominal amount of the shares repurchased pursuant to Resolution No. 6 to the
general mandate granted to under Resolution No. 5
Dated thisday of2011.Signed:

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITAL . The name of all joint registered holders should be stated.

  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 Company registered in your name(s).

  3. 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.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK THE APPROPRIATE BOX MARKED “FOR”, OR IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete any all the boxes will entitle your proxy to cast his vote or abstain at his discretion; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular resolution, vote or abstain 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.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorised.

  6. In the 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 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.

  7. To be valid, this form of proxy, together with any power of attorney or other authority, if any, under which it is signed or notarially certified copy thereof, must be deposited at the offices of the Company’s Hong Kong branch registrar, Tricor Secretaries Limited at 26th Floor Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjourned meeting.

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

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

  • for identification purpose only