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Shuanghua Holdings Limited Proxy Solicitation & Information Statement 2021

Jul 2, 2021

49794_rns_2021-07-02_70aa5dd4-e030-4ce8-b395-cd5898c01106.pdf

Proxy Solicitation & Information Statement

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SHUANGHUA HOLDINGS LIMITED 雙樺控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1241)

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING (OR ANY ADJOURNMENT THEREOF) TO BE HELD ON 20 JULY 2021

I/We [(Note][1)]

of being the registered holder(s) of shares [(Note][2)] of HK$0.01 each in the share capital of Shuanghua Holdings Limited (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][3)] , or of as my/our proxy to vote and act for me/us at the extraordinary general meeting (the “ Meeting ”) (and at any adjournment thereof) of the Company to be held at Jasmine Room, 2/F, The Hongta Hotel, a Luxury Collection Hotel, Shanghai, 889 Dong Fang Road, Pudong District, Shanghai, the PRC on Tuesday, 20 July 2021 at 10:30 a.m. for the purpose of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting and at the Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below. Unless the context otherwise requires, capitalised terms used in this form shall have the same meanings as defined in the circular dated 2 July 2021 issued by the Company.

ORDINARY RESOLUTION FOR [(Notes][4][&][5)] AGAINST [(Notes][4][&][5)] 1. To approve, ratify and confirm the Equity Transfer Agreement and the transactions contemplated thereunder and to authorise any one or more of the directors of the Company to take such action or steps to give effect to the agreement. Dated this day of 2021. Signed Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint registered holders should be stated.

  2. Please insert the number of shares registered in your name(s) to which this proxy relates. 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. If any proxy other than the Chairman of the Meeting is preferred, strike out “THE CHAIRMAN OF THE MEETING” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK IN THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  5. All resolutions will be put to vote by way of poll at the Meeting. Every member of the Company present in person (in the case of a member being a corporation, by its duly authorised representative), or by proxy shall have one vote for every fully paid Share of which he/she/it is the holder. A person entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/its uses in the same way and in such case, please state the relevant number of Shares in the appropriate box(es) above.

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

  7. 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 votes of the other holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members.

  8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting.

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

  10. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy will be revoked.