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S E A Holdings Limited Proxy Solicitation & Information Statement 2005

May 4, 2005

49068_rns_2005-05-04_6d9b3e24-00a0-42d7-b9dc-bf4e300b04f3.pdf

Proxy Solicitation & Information Statement

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==> picture [52 x 49] intentionally omitted <==

THE HONG KONG BUILDING AND LOAN AGENCY LIMITED 香港建屋貸款有限公司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 145)

PROXY FORM

Form of proxy for the Annual General Meeting to be held at Granville Room, Lower Lobby, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 3rd June, 2005 at 10:00 a.m.

I/We[1 ]

of

being the registered holder(s) of[2]

shares of HK$1.00 each in the capital of

The Hong Kong Building and Loan Agency Limited (the “Company”), hereby appoint[3]

of

or failing him, the Chairman of the meeting, as my/our proxy to attend on my/our behalf at the meeting (and at any adjournment thereof) to vote for me/us in my/our name(s) in respect of the resolutions set out in the notice of the meeting (with or without modifications) as hereunder indicated.

or failing him, the Chairman of the meeting, as my/adjournment thereof) to vote for me/us in my/our nam(with or without modifications) as hereunder indicated.Resolutions1.To receive and adopt the audited Financial SReports of the Directors and the Auditors for t2A.(i)To consider the re-election of Dr. Nai K(ii)To consider the re-election of Mr. King(iii)To consider the re-election of Mr. Victo(iv)To consider the re-election of Mr. Tai C2B.To authorise the Board of Directors to fix the D3.To re-appoint Ernst & Young as Auditors ofBoard of Directors to fix their remuneration.4A.To give a general mandate to the Directors tothe Company not exceeding 20 per cent. of the or failing him, the Chairman of the meeting, as my/adjournment thereof) to vote for me/us in my/our nam(with or without modifications) as hereunder indicated.Resolutions1.To receive and adopt the audited Financial SReports of the Directors and the Auditors for t2A.(i)To consider the re-election of Dr. Nai K(ii)To consider the re-election of Mr. King(iii)To consider the re-election of Mr. Victo(iv)To consider the re-election of Mr. Tai C2B.To authorise the Board of Directors to fix the D3.To re-appoint Ernst & Young as Auditors ofBoard of Directors to fix their remuneration.4A.To give a general mandate to the Directors tothe Company not exceeding 20 per cent. of the our proxy to attene(s) in respect of t d on my/ohe resolutio d on my/ohe resolutio d on my/ohe resolutio d on my/ohe resolutio
Resolutions For4 Against4
1.To receive and adopt the audited Financial SReports of the Directors and the Auditors for t tatements of the Che year ended 31st ompany anDecember, 2 d the004.
2A.(i)To consider the re-election of Dr. Nai K ong Leung as a Di rector.
(ii)To consider the re-election of Mr. King Fai Tsui as a Direc tor.
(iii)To consider the re-election of Mr. Victo r Ha Kuk Yung as a Director.
(iv)To consider the re-election of Mr. Tai C hiu Ng as a Direct or.
2B.To authorise the Board of Directors to fix the D irectors’ remunera tion.
3.To re-appoint Ernst & Young as Auditors ofBoard of Directors to fix their remuneration. the Company and to authoris e the
4A.To give a general mandate to the Directors tothe Company not exceeding 20 per cent. of the allot and issue adissued share capita ditional sharl of the Com es ofpany.
4B.To give a general mandate to the Directors to repurchase shares of the Companynot exceeding 10 per cent. of the issued share capital of the Company.
4C.To extend the general mandate to the Directors to allot and issue additional sharesof the Company of an amount not exceeding the amount of shares repurchased bythe Company.
5A.To amend Article 86 of the Articles of Association of the Company.
5B.To amend Article 120 of the Articles of Association of the Company.

Dated this

day of 2005 Signature(s)[7]

Note:–

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares of HK$1.00 each in the capital of the Company 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).

  3. Full name and address of proxy to be inserted in BLOCK CAPITALS. IF NOT COMPLETED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK IN THE BOX MARKED “FOR” BESIDE THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK IN THE BOX MARKED “AGAINST” BESIDE THE APPROPRIATE RESOLUTION. If no direction is given, the 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 meeting other than those referred to in the notice convening the meeting.

  5. 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 true copy of such power or authority, must be deposited at the Company’s registered office at Room 2301, 23rd Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting or any adjourned meeting.

  6. In the case of joint holders of a share, the vote of the person, whether attending in person or by proxy, whose name stands first on the register of members in respect of such share shall be accepted to the exclusion of the vote(s) of the other joint holder(s).

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

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

  9. Completion and delivery of this form of proxy shall not preclude you from attending and voting in person if you so wish. 10. Any alterations to this form of proxy must be initialled by the person who signs it.