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Pacific Basin Shipping Limited Proxy Solicitation & Information Statement 2017

Jun 30, 2017

50538_rns_2017-06-30_ea5e3366-a9bc-4b6d-af24-b18717866493.pdf

Proxy Solicitation & Information Statement

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**CHINA SMARTER ENERGY GROUP HOLDINGS LIMITED 中國智慧能源集團控股有限公司 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 1004)

Form of Proxy for Special General Meeting to be held on 4 August 2017

I/We[(Note][1)] of

being the registered holder(s) of share(s)[(Note][2)] of HK$ 0.0025 each in the share capital of China Smarter Energy Group Holdings Limited (the ‘‘Company’’)HEREBY APPOINT THE CHAIRMAN OF THE MEETING (Note 3) or of

as my/our proxy to attend the special general meeting (the ‘‘SGM’’) of the Company to be held at Plaza 3, Lower Lobby, Novotel Century Hong Kong, 238 Jaffe Road, Wanchai, Hong Kong on Friday, 4 August 2017 at 2:30 p.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolution as set out in the notice of the SGM dated 30 June 2017 (the ‘‘Notice’’) to act and vote for me/us and in my/our name(s) as hereunder indicated, or if no indication is given, as my/our proxy thinks fit[(Note][4)] .

Unless otherwise defined, capitalized terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated 30 June 2017.

ORDINARY RESOLUTION FOR[(Note][5&6)] AGAINST[(Note][5&6)]

  1. To approve, confirm and ratify the Sale and Purchase Agreement and the transactions contemplated thereunder and the grant of authorization to the directors of the Company in connection therewith**

Dated this day of 2017 Signature[(Note][7)]

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint 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 registered in your name(s).

  3. Any member of the Company entitled to attend and vote at the SGM is entitled to appoint another a proxy to attend and vote on his/her behalf, subject to the bye-laws of the Company. The proxy need not be a member of the Company. A member who is the holder of two or more Shares may appoint more than one proxy to represent him/her to attend and vote on his/her behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

  4. If any proxy other than the Chairman of the Meeting is preferred, strike out the words ‘‘THE CHAIRMAN OF THE MEETING’’ here inserted and insert the name and address of the proxy desired in the space provided. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED ‘‘AGAINST’’. If no direction is given, your 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 SGM other than those referred to in the Notice.

  6. All resolutions will be put to vote by way of poll at the SGM. Every member of the Company present in person or by proxy or, in the case of a member being a corporation, by its duly authorized representative, shall have one vote for every fully paid share of which he/she is the holder. A person entitled to more than one vote need not use all his/her votes or cast all the votes he/she uses in the same way and in such cases, please state the relevant number of Shares in the appropriate box(es) above.

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

  8. In order 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 certified copy of that power of attorney, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the SGM or any the adjournment thereof.

  9. Where there are joint holders of any Share, any one of such joint holders may vote at the SGM, either personally 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 are present at the SGM personally or by proxy, then one of such joint holders so present whose name stands first on the register of members of the Company shall, in respect of such Share, be entitled alone to vote in respect thereof.

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

  11. Completion and return of this form of proxy will not preclude you from attending at the SGM and voting in person at the SGM and, in such event, the form of proxy shall be deemed to be revoked.

  12. For identification purpose only

  13. ** The full text of the resolution is set out in the Notice