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Sinopharm Tech Holdings Limited Proxy Solicitation & Information Statement 2007

Sep 28, 2007

51300_rns_2007-09-28_0c9214d8-40ca-4a40-86ec-734e7537a66c.pdf

Proxy Solicitation & Information Statement

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(incorporated in the Cayman Islands with limited liability) (Stock Code: 8156)

FORM OF PROXY

Form of proxy for use by shareholders at the Annual General Meeting (the “Meeting”) to be convened at Room 2201, 22/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on Friday, 2 November 2007 at 10:30 a.m.

I/We (note a)

of

being the holder(s) of

(note b) shares of HK$0.01 each of China Vanguard Group Limited (the “ Company ”)

hereby appoint the Chairman of the Meeting or

of

to act as my/our proxy (note c) at the Annual General Meeting of the Company to be held at Room 2201, 22/F, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong on Friday, 2 November 2007 at 10:30 a.m. and at any adjournment thereof and to vote on my/our behalf as directed below.

Please make a mark in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll (note d) .

FOR AGAINST AGAINST
1. To receive and approve the audited consolidated financial statements and the
reports of the directors (the “Directors”) and auditors for the year ended 30
June 2007
2. (a)
To re-elect Mr. Chan Tung Mei as executive Director
(b)
To re-elect Mr. Lau Hin Kun as executive Director
(c)
To re-elect Mr. Tian He Nian as independent non-executive Director
(d)
To authorise the board (the “Board”) of Directors to fix the Director’s
remuneration
3. To re-appoint the Company’s auditors and authorise the Board to fix their
remuneration
4. To grant a general mandate to the Directors to issue, allot and otherwise deal
with the Company’s shares
5. To grant a general mandate to the Directors to repurchase the Company’s
shares
6. To add the nominal amount of the shares repurchased by the Company to the
mandate granted to the Directors under resolution no. 4
7. To approve the refreshment of the 10% scheme mandate limit on the grant of
options under the share option scheme
Dated the
day of
2007

Shareholder’s signature (notes e, f, g and h)

Notes:

  • a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

  • b Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all shares in the capital of the Company registered in your name(s).

  • c A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the Meeting as your proxy, please delete the words “the Chairman of the Meeting or” and insert the name and address of the person appointed proxy in the space provided.

  • d If you wish to vote for any of the resolutions set out above, please tick (“�”) the boxes marked “For”. If you wish to vote against any resolutions, please tick (“�”) the boxes marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will vote or abstain at his/her discretion in respect of all resolutions; or if in respect of a particular proposed resolution there is no specific direction, the proxy will, in relation to that particular proposed resolution, vote or abstain at his/her discretion. A proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.

  • e In the case of a joint holding, this form of proxy may be signed by any joint holder, but if more than one joint holder is present at the Meeting, whether in person or by proxy, that one of the joint holder whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.

  • f The form of proxy must be signed by a shareholder, or his/her attorney duly authorised in writing, or if the shareholder is a corporation, either under its Common Seal or under the hand of an officer or attorney so authorised.

  • g 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 or authority must be deposited at the offices of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.

  • h Any alteration made to this form should be initialled by the person who signs the form.

  • for identification purpose only