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OSL Group Limited Proxy Solicitation & Information Statement 2020

May 29, 2020

49522_rns_2020-05-29_871e84f3-a6c8-4905-972c-ce6f03811df9.pdf

Proxy Solicitation & Information Statement

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BC TECHNOLOGY GROUP LIMITED B C 科 技 集 有 限 公

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 863)

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON 17 JUNE 2020 (AND ANY ADJOURNMENT THEREOF)

I/We[(note][1)]

of

being the registered holder(s) of[(note][2)]

shares of HK$0.01 each in the share capital of

BC Technology Group Limited (the ‘‘Company’’) hereby appoint[(note][3)]

of

or failing him/her the chairperson of the Meeting as my/our proxy to attend on my/our behalf at the extraordinary general meeting of the Company (the ‘‘Meeting’’) to be held at 39/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong on 17 June 2020, (Wednesday) at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if thought fit, passing the resolutions as set out in the notice (the ‘‘Notice’’) convening the Meeting and at such Meeting (and any adjournment thereof) to vote for me/us and on my/our behalf in respect of the resolutions as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit:

ORDINARY RESOLUTIONS FOR[(note][4)] AGAINST[(note][4)] 1. To approve, confirm and ratify (a) the Subscription Agreement entered into between the Company and J Digital 5 LLC in respect of the subscription of 1,051,213 Subscription Shares and the Convertible Note in an aggregate principal amount of HK$15,600,000 and the transactions contemplated thereunder; and (b) the allotment and issue of the Subscription Shares, the Convertible Note and the Conversion Shares upon exercise of the conversion rights attaching to the Convertible Note. 2. To approve, confirm and ratify (a) the Warrant Subscription Agreement entered into between the Company and J Digital 5 LLC in respect of the issue of the Warrant and the transactions contemplated thereunder; (b) the creation and issue of the Warrant by the Company in accordance with the terms and conditions of the Warrant Subscription Agreement; and (c) the allotment and issue of up to a maximum number of 11,526,270 Warrant Shares upon the exercise of the subscription rights attaching to the Warrant.

Dated this day of 2020 Signature(s)[(note][5)]

Notes:

  1. Full name(s) and address to be inserted in BLOCK CAPITALS. 2. Please insert the number of shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  2. youA proxymay needdeletenotthebewordsa member‘‘or failingof the Company.him/her theA chairpersonmember is entitledof the Meetingto appoint’’ anda proxy/proxiesinsert the nameto attendand addressand voteofinthehispersonstead. appointedIf such an asappointmentproxy in theis made,space provided. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  3. PLEASE INDICATE WITH a ‘‘P’’ in the appropriate space beside each item how you wish the proxy to vote on your behalf. If this form is returned duly signed, but without any such indication, the 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 Meeting other than those referred to in the Notice.

  4. Thishand proxyof an formofficermustor attorneybe signeddulyby authorised.you or yourTheattorneysignatureduly mustauthorisedmatchinthewritingrecordsor,maintainedin the casebyofthea corporation,Company’s mustbranchbeshareunderregistrarits commonand transferseal or underofficethein Hong Kong.

  5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy or by representative, will be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority is determined by the order in which the names stand in the Register of Members in respect of the joint holding.

  6. TodepositedQueenbe ’valid,s RoadwiththisEast,theproxyCompanyHongform,Kong’togethers branchnot lesswithsharethanany48registrarpowerhours ofbeforeandattorneytransferthe timeorofficeotherappointedauthority,in Hongfor Kong,holdingif any,Tricorunderthe MeetingwhichInvestoritandisServicessignedany adjournmentorLimiteda notariallyat(asLevelthecertifiedcase54, Hopewellmaycopybe)thereofthereof.Centre,must183be 8. Completion and delivery of the proxy form will not preclude you from attending and voting at the Meeting if you so wish, but the authority of your proxy will be invalided forthwith.

  7. The full text of the resolutions is set out in the Notice.

PERSONAL INFORMATION COLLECTION STATEMENT

proxyYour supply(or proxies)of yourandandyouryourvotingproxyinstructions’s (or proxiesfor’) thename(s)Meetingand(theaddress(es)‘‘Purposesis on’’).aWevoluntarymay transferbasis foryourtheandpurposeyour proxyof processing’s (or proxiesyour’)requestname(s)forandtheaddress(es)appointmenttoofoura agent,the informationcontractor,ororarethirdotherwiseparty servicerelevantproviderfor thewhoPurposesprovidesandadministrative,need to receivecomputerthe information.and other servicesYour andto yourus andproxyto such’s (orpartiesproxieswho’) name(s)are authorisedand address(es)by law to willrequestbe retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.