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Noble Engineering Group Holdings Limited Proxy Solicitation & Information Statement 2021

Apr 9, 2021

51449_rns_2021-04-09_40e8cdbf-d59a-40ae-b1eb-6ee7502d471c.pdf

Proxy Solicitation & Information Statement

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FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 28 APRIL 2021 (OR AT ANY ADJOURNMENT THEREOF)

Form of proxy for use by the shareholders of Noble Engineering Group Holdings Limited (the ‘‘Company’’) at the extraordinary general meeting (the ‘‘Meeting’’) to be convened at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on 28 April 2021 at 9: 00 a.m. (or any adjournment thereof).

I/We[(1)] of being the holder(s) of HK$0.01 each in the capital of the Company hereby appoint the chairman (the ‘‘Chairman’’) of the Meeting or

share(s)[(2)] of

of to act as my/our proxy[(3)] to vote and act for me/us at the Meeting to be held at Room 1703–1704, World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong, on 28 April 2021 at 9: 00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolution set out in the notice convening the Meeting dated 12 April 2021 (the ‘‘Notice’’) and at the Meeting (or at any adjournment thereof) to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast by way of poll[(4)] .

ORDINARY RESOLUTION[#] FOR AGAINST To approve the Share Consolidation (as defined in the Notice).

Please refer to the Notice for the full text of the ordinary resolution.

Date this day of 2021 Signature(s)[(5,6,7,8)] Notes: 1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

Date this

  1. 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 capital of the Company registered in your name(s).

  2. If any proxy other than the chairman of the Meeting is preferred, please strike out ‘‘the chairman 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(S) WHO SIGN(S) IT. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  3. The description of these resolutions is by way of summary only. The full text appears in the notice convening the Meeting.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION(S), TICK THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST THE RESOLUTION(S), TICK THE BOX MARKED ‘‘AGAINST’’. Failure to tick either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting and/or at any adjournment thereof other than those referred to in the notice convening the Meeting.

  5. This form of proxy must be signed by the appointor, or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer, attorney or other person authorised to sign the same. In the case of this form of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be assumed, unless the contrary appears, that such officer was duly authorised to sign this form on behalf of the corporation without further evidence of the fact.

  6. Any shareholder of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his/her proxy to attend and to vote on his/her behalf. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and to vote on his/her behalf. A proxy need not be a shareholder of the Company.

  7. To be valid, this form of proxy and (if required by the board of directors of the Company) 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 deposited at the Company’s branch share registrar and transfer office in Hong Kong, Link Market Services (Hong Kong) Pty Limited at Suite 1601, 16/F, Central Tower, 28 Queen’s Road Central, Hong Kong not less than forty-eight (48) hours before the time appointed for the Meeting (or any adjournment thereof) at which the person named in this form proposes to vote or, in the case of a poll taken subsequently to the date of the Meeting or any adjourned Meeting.

  8. Completion and delivery of this form of proxy shall not preclude a shareholder from attending and voting in person at the Meeting convened and in such event, this form of proxy shall be deemed to be revoked.

  9. Where there are joint holders of any share any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/ she were solely entitled thereto, but if more than one of such joint holders is present at the Meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance, Chapter 486 of the Laws of Hong Kong and any such request should be in writing by mail to the Company/Link Market Services (Hong Kong) Pty Limited at the above address.