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Road King Infrastructure Limited — Proxy Solicitation & Information Statement 2022
Dec 22, 2022
49683_rns_2022-12-22_8326ce9a-0f36-41f7-85de-eabb96b9b08b.pdf
Proxy Solicitation & Information Statement
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ROAD KING INFRASTRUCTURE LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 1098)
Form of proxy for use at the Special General Meeting (or at any adjournment thereof)
I/We[1 ] of
being the registered holder(s) of[2 ] shares of HK$0.10 each in the issued share capital of Road King Infrastructure Limited (the “Company”), hereby appoint the Chairman of the meeting or[3 ] of
as my/our proxy to attend and vote for me/us and on my/our behalf at the special general meeting of the Company (the “Meeting”) to be held at Suite 501, 5th Floor, Tower 6, The Gateway, 9 Canton Road, Tsimshatsui, Kowloon, Hong Kong on Friday, 13 January 2023 at 9:30 a.m. (or at any adjournment thereof) in respect of the resolution set out in the notice convening the Meeting as indicated below or, if no such indication is given, as my/our proxy thinks fit and on any other resolutions properly put to the Meeting.
ORDINARY RESOLUTION FOR[4] AGAINST[4] To approve (i) the acquisition of 50% equity interest in Changzhou Road King Yaju Properties Development Co., Ltd* (常州路勁雅居房地產開發有限公司) by Changzhou RK Properties Developments Ltd.* (常州路勁房地產開發有限公司) (“RK Purchaser”) pursuant to the exit agreement entered into between RK Purchaser and Nantong Yaxin Enterprise Management Consulting Co., Ltd* (南通雅信企業管理諮詢有限公司) and dated 24 November 2022 and the transactions contemplated thereunder; and (ii) the acquisition of 49% equity interest in Changzhou Jinya Properties Development Co., Ltd* (常州勁雅房地產開發有限公司) by RK Purchaser pursuant to the exit agreement entered into between RK Purchaser and Changzhou Agile Properties Development Co., Ltd* (常州雅居樂房地產開發有限公司), Nantong Hezhong Enterprise Management Co., Ltd* (南通合眾企業管理有限公司) and Guangzhou Tongxing Enterprise Management Co., Ltd* (廣州同興企業管理有限公司) and dated 24 November 2022 and the transactions contemplated thereunder.
Dated this day of Signature[5] :
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS . In the case of joint holders, the names of all joint holders should be stated.
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Please insert the number of shares of HK$0.10 each registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).
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Any member 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 vote instead of him/her. A proxy need not be a member of the Company. A member of the Company who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting or at a class meeting.
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IMPORTANT : If you wish to vote for a resolution, tick the box marked “FOR”. If you wish to vote against the resolution, tick the box marked “AGAINST”. Failure to complete a box will entitle your proxy to cast your vote(s) at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the 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 either under its seal and under the hand of an officer or attorney or other person duly authorised to sign the same. In the case of joint holders, the signature of any one of them is sufficient.
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In the case of joint holders of any share, if more than one of such joint holders be 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 joint holding.
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To be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power of attorney or authority, must be delivered to the office of the Branch Share Registrar at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
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Any alternation made to this form of proxy must be initialed.
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Delivery of the form of proxy will not preclude you from attending and voting in person at the Meeting or at any adjournment thereof. In such event, the form of proxy shall be deemed to be revoked.
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A circular containing further details regarding the resolution above has been sent to the members of the Company.
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For pandemic circumstances, the Company will be undertaking the following precautionary measures to safeguard the health and well-being of the shareholders (or their proxies) who are attending the Meeting in person, including body temperature check, health declaration, wearing surgical face mask, access restriction for quarantine participants according to the Department of Health of Hong Kong, plus safe distancing measures for queue management and seating at the Meeting venue. To reduce close contact between attendees at the physical Meeting, no refreshment will be served at the Meeting venue. Any person who refuses to co-operate with the above precautionary measures or is detected to have a fever (i.e. over 37.0 degrees Celsius), or exhibiting flu-like symptoms will not be admitted to the Meeting venue.
- for identification purpose only