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Qiniu Limited Proxy Solicitation & Information Statement 2008

Dec 30, 2008

50678_rns_2008-12-30_f338505b-0802-4461-bf00-9937b523f3a2.pdf

Proxy Solicitation & Information Statement

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RONTEX INTERNATIONAL HOLDINGS LIMITED 朗迪國際控股有限公司 [*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1142)

FORM OF PROXY

Form of proxy for use by shareholders at the extraordinary general meeting (the “Meeting”) of Rontex International Holdings Limited (the “Company”) to be held at 19/F, Chun Wo Commercial Centre, 23-29 Wing Wo Street, Central, Hong Kong on Friday, 16 January 2009 at 3:30 p.m. and at any adjournment thereof.

I/We [(note a)]

of

being the holder(s) of

[(note b)] shares of HK$0.01 each

in the Company hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy [(note c)] at the Meeting to be held on Friday, 16 January 2009 at 3:30 p.m. and at any adjournment thereof and 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 [(note d)] .

Ordinary Resolution For Against
1.
To approve, confirm and ratify the Acquisition Agreement dated 31 October 2008 entered
into among the Vendor, the Purchaser, the Company and the Warrantor in relation to the
acquisition by the Group of 90% of the entire issued share capital of Langfeld Enterprises
Limited and the transactions contemplated thereunder (including but not limited to
(i) issue of convertible notes and execution of relevant security document thereunder,
(ii) allotment and issue of new shares upon conversion of such convertible notes, and
(iii) exercise of call option held by Langfeld Enterprises Limited to acquire additional
10% equity interest in LLC “Shakhta Lapichebskaya”), and to authorize the directors to
do such things as necessaryand expedient therefor.
2.
To increase the authorised share capital of the Company from HK$100,000,000 divided
into 10,000,000,000 shares of HK$0.01 each to HK$1,000,000,000 divided into
100,000,000,000 of HK$0.01 each, and to authorize the directors to do such things as
necessaryand expedient therefor.

Dated the day of 2008

Shareholder’s signature [(notes e, f, g and h)]

Notes:

  • a Please insert full name(s) and address(es) in BLOCK CAPITALS .

  • b 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).

  • c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d If you wish to vote for the resolution set out above, please tick (“ ”) the boxes marked “For”. If you wish to vote against the resolution, please tick (“ ”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on the proposed resolution, the proxy will vote or abstain at his discretion in respect of the resolution. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f The form of proxy must be signed by a shareholder, or his attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

  • g To be valid, this form of proxy together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority must be deposited with Tricor Tengis Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

  • h Any alteration made to this form should be initialled by the person who signs the form.

* For identification purpose only