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Sands China Ltd. — Proxy Solicitation & Information Statement 2013
Jul 19, 2013
50273_rns_2013-07-19_6d62230e-642d-4cce-bdfe-ac4cd37ac144.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 Unit 3301–3303, 33/F, West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 14 August 2013 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 Unit 3301– 3303, 33/F, West Tower Shun Tak Centre, 168–200 Connaught Road Central, Sheung Wan, Hong Kong on Wednesday, 14 August 2013 at 10:00 a.m. and to vote for me/us and on my/our behalf in respect of such resolution as indicated below, and if no such indication is given, as my/our proxy thinks fit.
Special Resolution For[(Note][4)] Against[(Note][4)] ‘‘THAT subject to compliance with requirements under section 46(2) of the Companies Act 1981 of Bermuda (as amended) and the Listing Committee of The Stock Exchange of Hong Kong Limited granting approval to the listing of, and permission to deal in, the New Shares (as defined below), with effect from 9:00 a.m. (Hong Kong time) the business day following the day on which this resolution is passed by shareholders of the Company: (a) every four (4) existing issued and unissued shares of HK$0.08 each (the ‘‘Share’’) in the share capital‘‘Consolidatedof the CompanyShare’’) (thebe consolidated‘‘Share Consolidationinto one (1)’’); consolidated share of HK$0.32 each (the (b) following the Share Consolidation, (i) the issued share capital of the Company be reduced through a cancellation of the paid-up capital of the Company to the extent of HK$0.319 on each of the issuedissuedReductionConsolidatedConsolidated’’); and (ii)SharesSharethe parbein valuereducedthe shareof fromallcapitalConsolidatedHK$0.32of the toCompanySharesHK$0.001insuchthe(theauthorizedthat‘‘Issuedthe parshareSharevaluecapitalCapitalof eachof the Company be reduced from HK$0.32 each to HK$0.001 each resulting in the reduction of the authorized share capital of the Company from HK$400,000,000 divided into 1,250,000,000 ConsolidatedHK$0.001 eachShares(the ‘‘Newto HK$1,250,000Share’’) (the ‘‘dividedAuthorizedintoCapital1,250,000,000Reductionshares’’); of par value of (c) subject to and forthwith upon the Issued Share Capital Reduction and Authorized Capital Reduction becoming effective, the authorized share capital be increased from HK$1,250,000 (divided into 1,250,000,000 New Shares) to HK$400,000,000 (divided into 400,000,000,000 New Shares)CapitalAuthorized’’by, togetherCapitalthe creationReduction,with ofthe398,750,000,000Sharethe ‘‘CapitalConsolidation,ReorganizationNew Sharesthe Issued(the’’); Share‘‘IncreaseCapitalin ReductionAuthorizedandSharethe (d) contributedthe amount surplusof creditaccountarisingof thefromCompanythe Issuedand Sharethe directorsCapitalofReductionthe Companybe transferred(the ‘‘Directorsto the’’) be and are hereby authorized to apply amount standing to the credit of the contributed surplus account in such manner as they consider appropriate in accordance with the bye-laws of the Companylosses of theandCompanyall applicablefrom laws,time toincludingtime (thebut‘‘Authorizationnot limited to’’setting); and off against the accumulated (e) any one or more of the Directors be and is/are hereby authorized for and on behalf of the Company to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things which he/they consider necessary, desirable or expedient for the implementation of, and givingthereunder.effect’’ to, the Capital Reorganization, the Authorization and the transaction(s) contemplated
Dated day of 2013
Signature[(Note][5)]
Notes:
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Full name(s) and address(es) shall be inserted in BLOCK CAPITAL.
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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 or your attorney duly authorised in writing or, in case of a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.
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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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HopewellattorneyTo be valid,orCentre,authority,this form183 mustQueenof proxybe’s RoaddepositedtogetherEast,withtoWantheanyChai,CompanypowerHong’ofs Kongbranchattorneynotshareorlessotherregistrarthanauthority48 hoursin Hong(ifbeforeany)Kong,theunderComputersharetimewhichappointedit is signedHongfor holdingKongor a notariallytheInvestormeeting.Servicescertified copyLimitedof suchat 17MpowerFloor,of 8. 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.
- For identification purposes only