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SIM Technology Group Limited — Proxy Solicitation & Information Statement 2012
Oct 25, 2012
50331_rns_2012-10-25_f96c81ee-761d-40ba-b880-e9baed3f691d.pdf
Proxy Solicitation & Information Statement
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SIM Technology Group Limited 晨訊科技集團有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 2000)
PROXY FORM FOR USE AT THE SPECIAL GENERAL MEETING TO BE HELD ON 19 NOVEMBER 2012
I/We (Note1)
of
being the registered holder(s) of
shares (Note 2) of HK$0.10 each
in the share capital of SIM TECHNOLOGY GROUP LIMITED (the “ Company ”) HEREBY APPOINT THE CHAIRMAN OF THE MEETING or (Note 3)
of
as my/our proxy to attend and vote for me/us at the special general meeting (the “ Meeting ”) of the Company to be held at 29A, Admiralty Centre I, 18 Harcourt Road, Hong Kong on Monday, 19 November 2012 at 9:30 a.m. and at any adjournment thereof as indicated below:
Ordinary Resolution For (Note 4) Against (Note 4) To approve the whitewash waiver pursuant to Note 1 on dispensations from Rule 26 of the Hong Kong Code on Takeovers and Mergers and Share Repurchases (“ Takeovers Code ”) waiving any obligation on the part of the Underwriter to make a mandatory general offer to the shareholders of the Company to acquire shares in the Company other than those already owned by the Underwriter and parties acting in concert with it which would otherwise arise under Rule 26.1 of the Takeovers Code as a result of any allotment and issue pursuant to application(s) made by parties acting in concert with the Underwriter and/or fulfillment of the Underwriter’s underwriting obligations under the Underwriting Agreement (as defined in the Circular), the terms of which are set out in a circular dated 26 October 2012 (“ Circular ”).
Date:
2012 Shareholder’s Signature (Note 5) :
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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Please insert the number of Shares registered in your name(s). If no number is inserted, this proxy form will be deemed to relate to all the Shares registered in your name(s).
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Any member entitled to attend and vote at the Meeting is entitled to appoint one or if he is the holder of two or more shares more than one proxy to attend and vote in his stead. In case you appoint more than one proxies, the appointment shall be invalid unless you specify the proportion of your shareholdings to be represented by each proxy. If any proxy other than the Chairman is preferred, strike out “THE CHAIRMAN OF THE MEETING or” and insert the name and address of the proxy desired in the space provided.
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IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR” BESIDE THE RESOLUTION. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST” BESIDE THE RESOLUTION. Failure to complete the box will entitle your proxy to cast his vote on the resolution at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than that referred to in the notice convening the Meeting.
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This proxy form must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, this proxy form must be under its common seal or under the hand of an officer or attorney duly authorised.
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Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such Share as if he was solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Share shall alone be entitled to vote in respect thereof.
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To be valid, the proxy form together with any power of attorney or other authority (if any) under which it is signed or a certified copy of such power or authority must be deposited at the principal place of business of the Company in Hong Kong at Unit 2908, 29th Floor, 248 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for holding the Meeting or any adjournment thereof.
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A 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 deposit of the proxy form will not preclude you from attending and voting at the Meeting if you so wish.
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Any alterations made in this proxy form should be initialled by the person who signs it.
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for identification purposes only