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Speedy Global Holdings Limited Proxy Solicitation & Information Statement 2019

Mar 5, 2019

49282_rns_2019-03-05_f9c2ad4c-896d-4b6c-bba6-12374b71f271.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability)

(Stock code: 540)

REVISED FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING

This Revised Form of Proxy is for use by shareholders of Speedy Global Holdings Limited (the ‘‘Company’’) at the extraordinary general meeting of the Company to be held at 4/F, Pentahotel Hong Kong, Kowloon, 19 Luk Hop Street, San Po Kong, Kowloon, Hong Kong on Monday, 25 March 2019 at 11:00 a.m. or at any adjournment thereof (the ‘‘EGM’’).

I/We[(Note][1)]

of

being the registered holder(s) of[(Note][2)] share(s) of HK$0.1 each in the capital of the Company hereby appoint of

or failing him/her, the chairman of the EGM[(Note][3)] as my/our proxy to attend and vote for me/us on my/our behalf at the EGM as directed below or, if no such direction is given, as my/our proxy shall think fit.

Please indicate with a ‘‘✓‘‘ in the appropriate boxes how you wish your vote(s) to be cast on a poll.

ORDINARY RESOLUTIONS FOR[(Note][4)] AGAINST[(Note][4)] THAT the sale and purchase agreement dated 6 December 2018 entered into between the Company and Splendid Gains Holdings Limited (the ‘‘Sale of Purchase Agreement’’), a copy of which has been produced to the EGM marked ‘‘A’’ and signed by the chairman of the EGM for identification purpose, and the transactions contemplated thereby be and are hereby approved, confirmed and ratified

THAT

any director(s) of the Company be and is/are hereby authorised, for and on behalf of the Company, to enter into any agreement, deed or instrument and/or to execute and deliver all such documents and/or do all such acts on behalf of the Company as he/ she may consider necessary, desirable or expedient for the purpose of, or in connection with (i) the implementations and completion of the Sale and Purchase Agreement and transactions contemplated thereunder; and/or (ii) any amendment, variation or modification of the Sale and Purchase Agreement and the transactions contemplated thereunder upon such terms and conditions as the board of directors of the Company may think fit

Signature of Shareholder(s)[(Note][5)] :

Dated:

Notes:

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

  2. Please insert the number of share(s) registered in your name(s) to which this Revised Form of Proxy relates. If no number is inserted, this Revised 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 EGM is preferred, please delete the words ‘‘or failing him/her, the chairman of the EGM’’ and insert the name and address of the proxy desired in the space provided. If no name is inserted, the chairman of the EGM will act as your proxy. ANY ALTERATION MADE TO THIS REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A ‘‘✓‘‘ IN THE RELEVANT BOX MARKED ‘‘FOR’’; IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A ‘‘✓‘‘ IN THE RELEVANT BOX MARKED ‘‘AGAINST’’. Failure to tick either box of a resolution will entitle your proxy to vote for or against the resolution or to abstain from voting on the resolution at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the EGM other than the resolution referred to in the notice of EGM.

  5. This Revised 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 or other person duly authorised.

  6. Where there are joint registered holders of any share in the capital of the Company, any one of such holders may vote at the EGM either in person or by proxy in respect of such share(s) as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the EGM in person 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(s) shall alone be entitled to vote in respect thereof. Several executors or administrators of a deceased shareholder in whose names any share stands shall be deemed joint holders thereof.

  7. To be valid, this Revised Form of Proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of that power of attorney or authority must be deposited with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding any adjournment thereof and in default thereof this Revised Form of Proxy shall not be treated as valid. No instrument appointing a proxy shall be valid after the expiry of 12 months from the date of its execution.

  8. A shareholder entitled to attend and vote at the EGM is entitled to appoint a person or persons (who must be individual) as his or her proxy or proxies to attend and, on a poll, vote instead of him or her. A proxy need not be a shareholder of the Company.

  9. References to the time and dates in this form are to Hong Kong time and dates.

  10. This Revised Form of Proxy has replaced the proxy form for extraordinary general meeting uploaded to the website of The Stock Exchange of Hong Kong Limited on 4 March 2019 (‘‘Original EGM Proxy Form’’).

  11. A shareholder who has not yet lodged the Original EGM Proxy Form in accordance with the instructions printed thereon is requested to lodge this Revised Form of Proxy if he or she wishes to appoint proxies to attend the EGM on his or her behalf. In this case, the Original EGM Proxy Form should not be lodged.

  12. A shareholder who has already lodged the Original EGM Proxy Form in accordance with the instructions printed thereon should note that:

  • (i) If no Revised Form of Proxy is lodged in accordance with the instructions printed thereon, the Original EGM Proxy Form will be treated as a valid form of proxy lodged by the shareholder if duly completed. The proxy appointed under the Original EGM Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM.

  • (ii) If this Revised Form of Proxy is lodged in accordance with the instructions printed thereon not less than 48 hours before the time appointed to hold the EGM, this Revised Form of Proxy will revoke and supersede the Original EGM Proxy Form previously lodged by you. This Revised Form of Proxy will be treated as a valid form of proxy lodged by the shareholder if duly completed.

  • (iii) If this Revised Form of Proxy is lodged after 48 hours before the time appointed to hold the EGM, this Revised Form of Proxy will be deemed invalid. It will not revoke the Original EGM Proxy Form previously lodged by the shareholder. The Original EGM Proxy Form will be treated as a valid form of proxy if duly completed. The proxy appointed under the Original EGM Proxy Form will also be entitled to vote in accordance with the instructions previously given by the shareholder or at his/her discretion (if no such instructions are given) on any resolution properly put to the EGM.

  1. Completion and delivery of the Original EGM Proxy Form and/or this Revised Form of Proxy will not preclude you from attending and voting in person at the EGM if you so wish.

This Revised Form of Proxy is made in English and Chinese. In case of inconsistency, the English version shall prevail.

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 meeting of the Company (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 authorized 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 mail to the Company/Tricor Investor Service Limited at the above address.