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Sunshine 100 China Holdings Ltd Proxy Solicitation & Information Statement 2007

Dec 31, 2007

50710_rns_2007-12-31_2b14c855-c471-4ee2-a13c-b19ccd8ac8c6.pdf

Proxy Solicitation & Information Statement

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SOLARTECH INTERNATIONAL HOLDINGS LIMITED 榮盛科技國際控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)

FORM OF PROXY FOR THE SPECIAL GENERAL MEETING

I/We[1]

of being the registered holder(s) of[[2]]

being the registered holder(s) of[[2]] ordinary shares of HK$0.01 each in the share capital of SOLARTECH INTERNATIONAL HOLDINGS LIMITED (the “ Company ”), HEREBY APPOINT[3] of

of or failing him, the Chairman of the Meeting as my/our proxy to attend and vote for me/us and on my/our behalf at the Special General Meeting of the Company to be held at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong on 17 January 2008 at 10:00 a.m. and at any adjournment thereof for the purpose of considering and, if though fit, passing the resolutions set out in the notice convening the said meeting (the “ SGM Notice ”) and to vote for me/us in my/our name(s) in respect of the said resolutions as indicated below:

ORDINARY RESOLUTIONS ORDINARY RESOLUTIONS FOR4 AGAINST4
1. THATthe share purchase agreement and relevant supplementalagreements (the “Share Purchase Agreement”) (a copy of which hasbeen produced to the meeting marked “A” and initialed by the chairmanof the SGM for the purpose identification) and made between Hua YiCopper Holdings Limited, a subsidiary of the Company, and BelleviewGlobal Limited in relation to the acquisition of the entire issued sharecapital in Yeading Enterprises Limited as set out in the circular (the“Circular”) of the Company dated 31 December 2007 (copy of whichhas been produced to the meeting marked as “B” and initialed by thechairman of the SGM for the purpose of identification) and all thetransactions contemplated therebyand theyare herebyapproved;
2. THATthe issue of the Consideration Shares (as defined in the Circular)by Hua Yi Copper Holdings Limited, pursuant to and subject to theterms of the Share Purchase Agreement,be and it is herebyapproved;
3. THATthe issue of the Option Shares (as defined in the Circular) by HuaYi Copper Holdings Limited, pursuant to and subject to the terms of theShare Purchase Agreement and the Call Option Agreement (as definedin the Circular),be and it is herebyapproved;
4. THATthe directors of the Company (the “Directors”) be and they arehereby authorised to do all such acts and things, to sign and execute allsuch further documents and to take such steps as the Directors mayconsider necessary, appropriate, desirable or expedient to give effect toor in connection with the Share Purchase Agreement, the issue of theConsideration Shares, and the issue of the Option Shares or any of thetransaction contemplated under the Share Purchase Agreement, and theamendments to the Share Purchase Agreement (to the extent suchamendments are not material in the context of the entire transaction as awhole).”

Dated this day of 2008 Signature(s)

Notes:

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

  2. 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 the shares of the Company registered in your name(s).

  3. Insert in BLOCK CAPITALS the name and address of the proxy desired in the space provided. If no name is inserted, the Chairman of the meeting will act as your proxy. Any member entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, TICK THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, TICK THE BOX MARKED “AGAINST”. Failure to complete the box will entitle your proxy to cast his/her vote at his/her discretion.

  5. 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 the hand of an officer or attorney duly authorised.

  6. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the Register of Members.

  7. To be valid, this 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 such power or authority, must be deposited at the head office and principal place of business of the Company in Hong Kong at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the meeting.

  8. Completion and deposit of this form of proxy will not preclude you from attending and voting at the meeting if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  9. Any alteration made in this form should be initialled.

  • for identification purpose only