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Shanghai Able Digital Science&Tech Co., Ltd. Proxy Solicitation & Information Statement 2023

May 31, 2023

50757_rns_2023-05-31_12d4fde6-c94b-4eb4-a183-5c183df1bac9.pdf

Proxy Solicitation & Information Statement

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1205)

Form of proxy for use at the Special General Meeting to be held on Friday, 16 June 2023 at

2:45 p.m. (or such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later) and at any adjournment thereof

I/We[(Note][1)] of being the registered holder(s) of[(Note][2)] shares of HK$0.05 each in the share capital of CITIC RESOURCES HOLDINGS LIMITED (the ‘‘Company’’), hereby appoint[(Note][3)] of or failing him, of

or‘‘Meetingfailing ’’him,) to betheheldchairmanat Suitesof the6701-02meeting& 08B,to act67/F,as my/ourInternationalproxy Commerceto attend andCentre,vote 1forAustinme/usRoadat theWest,specialKowloon,generalHongmeetingKongof ontheFriday,Company16 June(the 2023 at 2:45 p.m. (or such time immediately following the conclusion (or adjournment) of the annual general meeting of the Company to be held on the same day and at the same place, whichever is later) (and at any adjournment thereof) as indicated below or, if no such indication is given, as my/our proxy thinks fit.

  • ORDINARY RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)]

    1. THAT, the CITIC Bank International Financial Services Agreement, a copy of which is produced to the Special General Meeting and for the purpose of identification initialed by the chairman of the Special General Meeting, and the provision of deposit services by CITIC Bank International to the Group pursuant to the CITIC Bank International Financial Services Agreement subject to the annual caps as more particularly described in the circular of the Company dated 1 June 2023, be and are hereby confirmed, ratified and approved.
    1. THAT, the CITIC Finance International Financial Services Agreement, a copy of which is produced to the Special General Meeting and for the purpose of identification initialed by the chairman of the Special General Meeting, and the provision of deposit services by CITIC Finance International to the Group pursuant to the CITIC Finance International Financial Services Agreement subject to the annual caps as more particularly described in the circular of the Company dated 1 June 2023, be and are hereby confirmed, ratified and approved.
    1. THAT, the CITIC Bank PRC Financial Services Agreement, a copy of which is produced to the Special General Meeting and for the purpose of identification initialed by the chairman of the Special General Meeting, and the provision of deposit services by CITIC Bank PRC to the Group pursuant to the CITIC Bank PRC Financial Services Agreement subject to the annual caps as more particularly described in the circular of the Company dated 1 June 2023, be and are hereby confirmed, ratified and approved.
  • THAT, the CITIC Finance PRC Financial Services Agreement, a copy of which is produced to the Special General Meeting and for the purpose of identification initialed by the chairman of the Special General Meeting, and the provision of deposit services by CITIC Finance PRC to the Group pursuant to the CITIC Finance PRC Financial Services Agreement subject to the annual caps as more particularly described in the circular of the Company dated 1 June 2023, be and are hereby confirmed, ratified and approved.

  • Date: 2023 Shareholder’s signature[(Note][5)] : Notes: 2.1. PleaseFull name(s)insert andthe numberaddress(es)of sharesto be insertedof HK$0.05in BLOCKeach inCAPITALSthe share capital. of the Company (‘‘Shares’’) registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).

  • 4.3. PleaseIMPORTANT:insert the IFnameYOUand WISHaddress TOof theVOTEproxyFORdesired.A RESOLUTION,IF NO NAME ISPLEASEINSERTED,PLACETHEACHAIRMAN‘‘✓’’ IN THEOF RELEVANTTHE MEETINGBOXWILLMARKEDACT AS‘‘FORYOUR’’ BESIDEPROXY.THE APPROPRIATE RESOLUTION. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PLACE A ‘‘✓’’ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’ BESIDE THE APPROPRIATE RESOLUTION. Failure to complete the boxes will entitle your proxy to cast his vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

    1. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this form of proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised.
  • If more than one of the joint holders is present at the Meeting in person or by proxy, that one of the joint holders so present whose name stands first in the register of members of the Company in respect of the relevant Shares shall alone be entitled to vote in respect thereof.

  • Any member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or, if holding two or more Shares, more than one proxy to attend and vote instead of him. A proxy need not be a member of the Company but must be present in person at the Meeting to represent the member.

  • 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 copy of such power of attorney or authority, must be returned to the branch share registrar of the Company in Hong Kong, Tricor Tengis Limited 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).

  • Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting (or any adjournment thereof) should you so wish. 10. Any alterations made in this form of proxy should be initialled by the person who signs it. 11. Unless otherwise defined, capitalised terms used in this form should have the same meaning as defined in the circular of the Company dated 1 June 2023.

PERSONAL INFORMATION COLLECTION STATEMENT

proxies)Your supplyand yourof yourvotingand instructionsyour proxy’fors (ortheproxiesMeeting’)name(s)of the Companyand address(es)(the ‘‘Purposesis on a voluntary’’). We maybasistransferfor theyourpurposeand yourof processingproxy’s (oryourproxiesrequest’)name(s)for theandappointmentaddress(es)oftoa ourproxyagent,(or contractor,authorized byor thirdlaw topartyrequestservicethe providerinformationwhoorprovidesare otherwiseadministrative,relevant forcomputerthe Purposesand otherandservicesneed totoreceiveus for theuseinformation.in connectionYourwithandtheyourPurposesproxyand’s (ortoproxiessuch parties’)name(s)who andare address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Tengis Limited at the above address.