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Shui On Land Limited Proxy Solicitation & Information Statement 2017

Apr 18, 2017

49087_rns_2017-04-18_d03665d2-e891-4ab1-89ff-80df3231bff2.pdf

Proxy Solicitation & Information Statement

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==> picture [193 x 98] intentionally omitted <==

PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING OF NATURAL BEAUTY BIO-TECHNOLOGY LIMITED TO BE HELD AT 10:00 A.M. ON 25 MAY 2017 (OR AT ANY ADJOURNMENT THEREOF)

I/We[1]

of

being the registered holder(s) of[2] “Company”) HEREBY APPOINT the Chairman of the meeting or[3] of

shares of HK$0.10 each in the capital of Natural Beauty Bio-Technology Limited (the

as my/our proxy to attend and act for me/us and on my/our behalf at the annual general meeting (“AGM”) to be held at 10:00 a.m. on Thursday, 25 May 2017 at Room 2, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong (or at any adjournment thereof) and in particular (but without limitation) at such meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit.

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll[4] .

ORDINARY RESOLUTIONS
FOR4
AGAINST4
1. To receive and consider the audited consolidated financial statements of the Group and the directors’ report and the
independent auditors’ report for the year ended 31 December 2016.
2. To re-elect Dr. TSAI Yen-Yu as an Executive Director of the Company.
3. To re-elect Dr. SU Sh-Hsyu as a Non-Executive Director of the Company.
4. To re-elect Mr. CHEN Ruey-Long as an Independent Non-Executive Director of the Company.
5. To authorise the board of directors to fix the remuneration of the Directors of the Company.
6. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Auditors and to authorise the board of directors to fix their
remuneration.
7. To declare a final dividend of HK$0.0327 per share for the year ended 31 December 2016.
8. To declare a special final dividend of HK$0.025 per share for the year ended 31 December 2016.
9. To grant a general and unconditional mandate to the Directors to issue, allot and deal with shares of the Company (the
“Shares”) or securities convertible into Shares, to issue options, warrants or other similar rights to subscribe for Shares
and to make offers or agreements or grant options, warrants or similar rights which would or might require Shares to be
allotted or issued as set out in the ordinary resolution in item 6 of the notice of AGM.8
10. To grant a general and unconditional mandate to the Directors to exercise powers of the Company to repurchase its
Shares as set out in the ordinary resolution in item 10 of the notice of AGM.8
11. To extend the general mandate granted to the Directors to issue shares under Resolution 9 above by including the
aggregate number of Shares repurchased under the mandate as set out in the ordinary resolution in item 10 of the notice
of AGM.8
Dated this
day of
2017
Signature(s)5
Notes:
1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
2. Please insert the number of the Shares registered in your name(s) and to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all of
such Shares in the capital of the Company registered in your name(s).
3. If any proxy other than the Chairman of the AGM is preferred, please strike out the words “the Chairman of the meeting or” and insert the name and address of the proxy desired
in the space provided. You are entitled to appoint one or more proxies to attend and vote in your stead. Your proxy need not be a member of the Company, but must attend the
AGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.
4. IMPORTANT: IF YOU WISH TO VOTE FOR AN ORDINARY RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST
AN ORDINARY RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “AGAINST”. Failure to tick (“�”) either box will entitle your proxy to cast your vote or abstain
at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the AGM other than that referred to in the notice convening the AGM
or abstain.
5. This form of proxy must be signed by you or your attorney authorised in writing or, in the case of a corporation, must be under its common seal or under the hand of an officer,
attorney or other person duly authorised.
6. In order 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 deposited with the Company’s branch share registrar in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s
Road East, Wanchai, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the AGM (i.e. not later than 10:00 a.m. on
Tuesday, 23 May 2017) or any adjournment thereof at which the person named in this form of proxy proposes to vote, and, in default, this form of proxy shall not be treated as
valid. Completion and delivery of this form of proxy will not preclude you from attending the AGM and voting in person at the AGM if you so wish, but in the event of your
attending the AGM after having lodged this form of proxy, this form of proxy will be deemed to have been revoked.
7. Where there are joint registered holders of any Share(s) in the Company, any one of such joint holders may vote at the AGM, either personally or by proxy, in respect of such
Share(s) as if he were solely entitled thereto. But if more than one of such joint holders are present at the AGM personally or by proxy, the most senior shall alone be entitled
to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order in which the names of the joint holders stand on the
register of members of the Company in respect of the relevant joint holding.
8. The description of this resolution is by way of summary only. The full text appears in the notice of AGM.
9. The above resolutions will be put to vote at the AGM by way of poll.
PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the AGM (the “Purposes”). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and 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 either of the following means: By mail to: Personal Data Privacy Officer Hong Kong Registrars Limited 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong By email to: [email protected]