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Perfectech International Holdings Limited — Proxy Solicitation & Information Statement 2021
Apr 22, 2021
49454_rns_2021-04-22_17c5e971-9153-4669-8407-d158394a60ec.pdf
Proxy Solicitation & Information Statement
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Kiu Hung International Holdings Limited 僑雄國際控股有限公司
(Incorporated in the Cayman Islands with limited liability and continued in Bermuda with limited liability)
(Stock Code: 00381)
Proxy Form for the Special General Meeting to be held on Wednesday, 12 May 2021 at 10:30 a.m. (or any adjournment thereof)
I/We[1] , of
being the registered holder(s) of[2] shares (the ‘‘Shares’’) of HK$0.01 each in the capital of Kiu Hung International Holdings Limited (the ‘‘Company’’), hereby appoint the chairman of the Meeting, or[3] of as my/our proxy/proxies to attend the special general meeting (the ‘‘Special General Meeting’’) (or any adjournment thereof) of the Company to be held at Harbour Plaza Room I, B1/F, Harbour Plaza North Point, 665 King’s Road, North Point, Hong Kong on Wednesday, 12 May 2021 at 10:30 a.m. and vote for me/us and on my/our behalf in respect of the following resolution as indicated below, or, if no such indication is given, as my/our proxy thinks fit:
| ORDINARY RESOLUTION | FOR(4) | AGAINST(4) | ||
|---|---|---|---|---|
| 1. | That: | |||
| (a) | the conditional subscription agreement dated 3 November 2020 (the ‘‘Subscription | |||
| Agreement’’) and the supplemental subscription agreement dated 22 January 2021 (the | ||||
| ‘‘Supplemental Subscription Agreement’’) entered into between the Company as the | ||||
| issuer and Creditors (as defined in the circular issued by the Company on 22 April 2021) | ||||
| in relation to the subscription of an aggregate of 390,440,579 new ordinary shares of the | ||||
| Company (the ‘‘Subscription Shares’’) at the subscription price of HK$0.267 per | ||||
| Subscription Share, and the transactions contemplated thereunder be and are hereby | ||||
| approved, confirmed and ratified; | ||||
| (b) | the directors of the Company (the ‘‘Directors’’) be and are hereby granted a specific | |||
| mandate to exercise all the powers of the Company to allot and issue the Subscription | ||||
| Shares, subject to and in accordance with the terms and conditions set out in the | ||||
| Subscription Agreement (as supplemented by the Supplemental Subscription Agreement); | ||||
| and | ||||
| (c) | any one of the Directors be and is hereby authorized to take any action for and on behalf | |||
| of the Company as he or she considers necessary, desirable or expedient to carry out or | ||||
| give full effect to or otherwise in connection with the Subscription Agreement, the | ||||
| Supplemental Subscription Agreement and the transactions contemplated thereunder, | ||||
| including without limitation, to allot and issue the Subscription Shares in accordance | ||||
| with the Subscription Agreement (as supplemented by the Supplemental Subscription | ||||
| Agreement), to make all relevant applications, registrations and filings with the Stock | ||||
| Exchange or other relevant regulatory authorities, to sign and execute such further | ||||
| documents and to do any other matters incidental thereto and/or as contemplated | ||||
| thereunder. |
Signature[5] Dated Notes:
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Full name(s) and address(es) to be issued in BLOCK CAPITALS. The names of all joint registered holders should be stated.
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Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the Shares registered in your name(s).
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If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘the chairman of the Meeting’’ and insert the name(s) and address(es) of the persons you wish to appoint in the space provided. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
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IMPORTANT:vote against any Ifresolution,you wish pleaseto voteindicatefor anywithresolution,an ‘‘P’’pleasein theindicateappropriatewith spacean ‘‘Pmarked’’ in the‘‘Againstappropriate’’ besidespacethemarkedresolution.‘‘For’’Inbesidethe absencethe resolution.of any suchIf youindication,wish to your proxy will be entitled to vote for or against the resolution or to abstain at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Special General Meeting other than those referred to in the Notice convening the Special General Meeting.
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This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of any officer or attorney or other person duly authorised.
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copyTo bethereof,valid, youat theareCompanyrequested’stobranchlodgesharethis form,registrartogetherin HongwithKong,the powerTricorofTengisattorneyLimited,or otheratauthorityLevel 54,(ifHopewellany) underCentre,which183it isQueensigned’s Roador a notariallyEast, HongcertifiedKong, or via the designated URL (https://spot-emeeting.tricor.hk) by using the username and password provided on the notification letter sent by the Company on 22 April 2021 not less than 48 hours before the time fixed for holding the Special General Meeting or any adjourned thereof.
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In the case of joint holders, the vote of the senior who renders a vote, whether in person or by proxy, shall be accepted to the exclusion of the vote(s) of the other joint holder(s), and for his purpose seniority shall be determined by the order in which the names stand in the register of members.
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The proxy need not be a shareholder of the Company but must attend the Special General Meeting in person to represent you.
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Completion and delivery of this form of proxy will not preclude you from attending and voting at the Special General Meeting if you so wish. If you attend and vote at the Special General Meeting, the authority of your proxy will be revoked.