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Sands China Ltd. — Proxy Solicitation & Information Statement 2012
Sep 13, 2012
50273_rns_2012-09-13_3eb7374c-cae6-412e-a703-2eca46e51edf.pdf
Proxy Solicitation & Information Statement
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PACIFIC PLYWOOD HOLDINGS LIMITED 太 平 洋 實 業 控 股 有 限 公 司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 767)
Form of proxy for use at the Special General Meeting to be held at Units 3301–3303, 33/F., West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 3 October 2012 at 10:00 a.m.
I/We[(Note][1)] of[(Note][1)]
being the registered holder(s) of[(Note][2)] shares of HK$0.08 each in the capital of the above-named company (the ‘‘Company’’) HEREBY APPOINT[(Note][3)] of[(Note][3)] or failing him, the Chairman of the meeting, to act for me/us as my/our proxy at the Special General Meeting of the Company to be held at Units 3301–3303, 33/F., West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 3 October 2012 at 10:00 a.m. and to vote for me/us and on my/our behalf in respect of such resolutions as indicated below, and if no such indication is given, as my/our proxy thinks fit.
Ordinary Resolution For[(Note][4)] Against[(Note][4)] ‘‘THAT (a) the subscription agreement (the ‘‘Subscription Agreement’’) dated 26 June 2012 and the supplemental agreement dated 4 September 2012 (the ‘‘Supplemental Agreement’’) (a copy of which has been produced to the SGM marked ‘‘A’’ and signed by the chairman of the SGM for the purpose of identification) and entered into between the Company and China Environmental Energy Investment Limited (the ‘‘Issuer’’) in relation to the subscription by the Company of the convertible notes with the aggregate principal amount of HK$95,000,000 (the ‘‘Convertible Notes’’) to be issued by the Issuer and the transactions contemplated thereunder are hereby approved, ratified and confirmed; (b) the exercise of the conversion rights attaching to the Convertible Notes or part thereof by the Company or its nominee(s) as the holder(s) of the Convertible Notes at any time after completion of the Subscription Agreement (as supplemented by the Supplemental Agreement) are hereby approved (the ‘‘Possible Conversion’’); and (c) any one or more of the directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents on behalf of the Company which he/ they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Subscription Agreement (as supplemented by the Supplemental Agreement), the Possible Conversion and the transactions contemplated thereunder and all acts by the directors of the Company as aforesaid be and are hereby approved, ratified and confirmed.’’
Dated day of 2012
Signature[(Note][5)] Notes:
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Full name(s) and address(es) shall be inserted in BLOCK CAPITALS.
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Please insert the number of share 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).
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Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. If not completed, the Chairman of the meeting will act as your proxy.
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Please indicate with an ‘‘X’’ in the appropriate box beside the resolution how you wish the proxy to vote on your behalf.
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This form of proxy must be signed by you and your attorney duly authorized in writing or, in case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorized.
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In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote of the other joint holder(s) of the shares. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
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The proxy need not be a member of the Company but must attend the meeting in person to represent you.
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Completion and return of this form of proxy will not preclude you from attending and voting at the meeting.
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For identification purpose only