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Sands China Ltd. Proxy Solicitation & Information Statement 2014

May 29, 2014

50273_rns_2014-05-29_558fb64b-28e7-4344-815e-675af11875ea.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)

REVISED PROXY FORM

For use at the Annual 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 Thursday, 5 June 2014 at 10:30 a.m.

I/We[(Note][1)] of[(Note][1)]

being the registered holder(s) of[(Note][2)] Pacific Plywood Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[(Note][3)] of[(Note][3)]

shares of HK$0.001 each in the capital of

General33/F.,or failingWestMeetinghim,Towerthe’’)ChairmanShunand toTakvoteofCentre,thefor meeting,me/us168–and200toonConnaughtactmy/ourfor me/usbehalfRoadas my/ourinCentral,respectproxySheungof suchat theWan,resolutionsannualHonggeneralKongas indicatedmeetingon Thursday,below,of the and5CompanyJuneif no2014suchto beatindication10:30held ata.m.Unitsis (thegiven,3301‘‘Annual–as3303,my/ our proxy thinks fit.

ORDINARY RESOLUTIONS For[(Note][4)] Against[(Note][4)]

ORDINARY RESOLUTIONS
1. To receive and adopt the audited consolidated financial statements and the reports of the directors and
independent auditor of the Company for the year ended 31 December 2013.
2. (A) To re-elect Mr. Liang Jian Hua as executive director.
(B) To re-elect Ms. Jia Hui as executive director.
(C) To re-elect Mr. Jiang Yi Ren as executive director.
(D) To authorise the board of directors of the Company (the ‘‘Board’’) to fix directors’
remuneration.
3. To re-appoint ZHONGLEI (HK) CPA Company Limited as the auditor of the Company until the
conclusion of the next annual general meeting, and to authorise the Board to fix its remuneration.
4. (A) Ordinary Resolution No. 4(A) of the notice of Annual General Meeting (to give a general
mandate to the directors of the Company to repurchase shares of the Company).
(B) Ordinary Resolution No. 4(B) of the notice of Annual General Meeting (to give a general
mandate to the directors of the Company to issue additional shares of the Company).
(C) Ordinary Resolution No. 4(C) of the notice of Annual General Meeting (to extend the general
mandate granted to the directors of the Company pursuant to Ordinary Resolution No. 4(B) to
issue additional shares of the Company).

Dated day of 2014

Signature[(Note][5)]

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS. 2. 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).

  2. 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. 4. Please indicate with an ‘‘X’’ in the appropriate box beside the resolution how you wish the proxy to vote on your behalf.

  3. 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.

  4. 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.

  5. orToQueenauthority,be ’valid,s RoadthismustEast,formbeWanchai,depositedof proxyHongtotogethertheKongCompanywithnot anyless’s powerbranchthan 48ofsharehoursattorneyregistrarbeforeor otherthein HongtimeauthorityappointedKong,(ifComputershareany)for holdingunder whichtheHongmeeting.it Kongis signedInvestoror a notariallyServices Limitedcertifiedatcopy17M/F,of suchHopewellpowerCentre,of attorney183

  6. 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 will not preclude you from attending and voting in person at the meeting and in such event, this form of proxy shall be deemed to be revoked.

  7. IMPORTANT:‘‘ORIGINAL PROXYA SHAREHOLDERFORM’’) WHICHOFWASTHESENTCOMPANYTOGETHER(THEWITH‘‘SHAREHOLDER(S)THE CIRCULAR’’)OFWHOTHE HASCOMPANYALREADYDATEDLODGED2 MAY 2014THESHOULDFORM OFNOTEPROXYTHAT:(THE

  • (a) If no Revised Proxy Form is lodged, the Original Proxy Form will be treated as a valid proxy form lodged by him/her if correctly completed. The proxy/proxies so appointed by the Shareholder will be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the Annual General Meeting.

  • (b) If this Revised Proxy Form is lodged before 48 hours prior to the time appointed for holding the Annual General Meeting, this Revised Proxy Form will revoke and supersede the Original Proxy Form previously lodged by him/her. This Revised Proxy Form will be treated as a valid proxy form lodged by the Shareholder if correctly completed.

  • (c) If this Revised Proxy Form is lodged after 48 hours before the time appointed for the Annual General Meeting or any adjournment thereof, this Revised Proxy Form will be deemed invalid. It will not revoke the Original Proxy Form previously lodged by you. The Original Proxy Form will be treated as a valid form of proxy lodged by you if duly completed. The proxy appointed under the Original Proxy Form will also be entitled to vote in accordance with the instructions previously given by you at your discretion (if no such instructions are given) on any resolution properly put to the Annual General Meeting.

  • For identification purposes only