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Solomon Systech (International) Limited Proxy Solicitation & Information Statement 2007

Apr 4, 2007

50785_rns_2007-04-04_f09e62c1-e711-4880-93fe-f2532b522e34.pdf

Proxy Solicitation & Information Statement

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SOLOMON SYSTECH (INTERNATIONAL) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2878)

FORM OF PROXY FOR USE BY SHAREHOLDERS AT 7/F, TIAN & DI, THE LANDMARK MANDARIN ORIENTAL, 15 QUEEN’S ROAD CENTRAL, CENTRAL, HONG KONG THE ANNUAL GENERAL MEETING TO BE HELD ON THURSDAY, 3 MAY 2007 AT 4:30 P.M.

I/We*, (note 1)

I/We*, (name of shareholder) of (address of shareholder) being the registered holder(s) of [(note][2)] shares of HK$0.10 each in the capital of Solomon Systech (International) Limited (the “Company”), hereby appoint [[(note]][[3)]] (name of proxy)

appoint [[(note]][[3)]]

of (address of the proxy) or [(note][4)] the Chairman of the Meeting as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 4:30 p.m. on Thursday, 3 May 2007 at 7/F, Tian & Di, The Landmark Mandarin Oriental, 15 Queen’s Road Central, Central, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote on my/our* behalf in respect of the Resolutions as indicated below.

(address of the proxy)

Please indicate with a “�” in the box provided how you wish the proxy to vote on your behalf [(note][5)] .

RESOLUTIONS RESOLUTIONS RESOLUTIONS FOR (note 5) FOR (note 5) AGAINST AGAINST ABSTAIN ABSTAIN
(1) To receive and consider the Audited Consolidated (1) (1) (1)
Financial Statements and the Reports of the
Directors and Auditors for the year ended 31
December 2006.
(2) To declare a final dividend for the year ended 31 (2) (2) (2)
December 2006.
(3) To re-elect the following persons as Directors and
authorise the Board of Directors to fix the
Directors’ remuneration:
(a) Leung Kwong Wai 3(a) 3(a) 3(a)
(b) Lam Shun Fu 3(b) 3(b) 3(b)
(c) Sun Patrick 3(c) 3(c) 3(c)
(d) Choy Kwok Hung, Patrick 3(d) 3(d) 3(d)
(e) Kao Kuen, Charles 3(e) 3(e) 3(e)
(4) To appoint PricewaterhouseCoopers as Auditors and (4) (4) (4)
authorise the Directors to fix their remuneration.
(5)(A) Ordinary Resolution to grant a general mandate 5(A) 5(A) 5(A)
to the Directors to repurchase shares up to a
maximum of 10% of the existing issued share
capital.
(5)(B) Ordinary Resolution to grant a general mandate 5(B) 5(B) 5(B)
to the Directors to allot, issue or deal with new
shares up to a maximum of 20% of the existing
issued share capital.
(5)(C) Ordinary Resolution to extend the general 5(C) 5(C) 5(C)
mandate granted to the Directors to issue new
shares by the number of shares repurchased.

Shareholder’s Signature

(note 6)

Dated the

day of

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares registered in your name(s) to which this form of 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. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and on a poll, vote in his/her stead. A proxy need not be a member of the Company. If no name is inserted, the Chairman of the Meeting will act as your proxy.

  4. If any proxy other than the Chairman of the Meeting is appointed, please delete the words “or the Chairman of the Meeting” and insert the name and address of the proxy appointed in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE SHAREHOLDER WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE APPROPRIATE BOX MARKED “ABSTAIN”. Any abstain vote or waiver to vote or failure to tick either box of a resolution will entitle your proxy to cast his/her vote at his/her discretion in respect of that resolution. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  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 hand of an officer, attorney or other person duly authorised.

  7. In the case of joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

  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 notarially certified copy thereof, must be deposited at the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

  9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.

  10. Notice of the Annual General Meeting is contained in the circular issued by the Company, which is sent to the shareholders of the Company together with this form of proxy.

    • Delete as appropriate.