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Symphony Holdings Limited Proxy Solicitation & Information Statement 2013

Sep 9, 2013

49779_rns_2013-09-09_d82bdea6-2c48-4277-a58e-5d129f5d9044.pdf

Proxy Solicitation & Information Statement

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==> picture [45 x 31] intentionally omitted <==

SYMPHONY HOLDINGS LTD. 新灃集團有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 01223)

Form of Proxy for use at the Special General Meeting to be held on Thursday, 26 September 2013 (or any adjournment thereof)

I/We[(Note 1) ]

of

shares[[(Note 2)]] of HK$0.10

being the registered holder(s) of shares[[(Note 2)]] of HK$0.10 each in the share capital of Symphony Holdings Limited (the “ Company ”), HEREBY APPOINT(S) THE CHAIRMAN OF THE MEETING (“ Chairman ”)[(Note 3) ] or

as my/our proxy to attend the special general meeting (“ Meeting ”) of the Company to be held at 10th Floor, Island Place Tower, 510 King’s Road, North Point, Hong Kong on Thursday, 26 September 2013 at 10:00 a.m. (or at any adjournment thereof) for the purposes of considering and, if thought fit, passing the resolution as set out in the notice convening the Meeting (“ Notice ”) and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below.

Please indicate with a “✓” in the relevant boxes how you wish the proxy to vote on your behalf[(Note 4)] .

ORDINARY RESOLUTION FOR AGAINST
To approve the Placing(Note 5).

Dated the day of 2013. Signature[(Note 6)] :

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

  3. If any proxy other than the Chairman is desired, please delete the words “the Chairman of the meeting or” and insert the full name and address of the proxy desired in the space provided. A proxy needs not be a member of the Company, but one must attend the meeting in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN WILL ACT AS PROXY. Completion and return of this form of proxy will not preclude you from attending and voting at the meeting. In that event, this form of proxy will be deemed to have been revoked.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE TICK () IN THE BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE TICK () IN THE BOX BELOW THE BOX MARKED “AGAINST”. Failure to complete either box will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any resolution properly put to the Meeting other than those referred to in the Notice.

  5. Full text of the resolution appears in the notice of special general meeting of the Company dated 9 September 2013.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing or, in case of a corporation must be either executed under its common seal or under the hand of an officer or attorney duly authorised.

  7. If you are the holder of two (2) or more shares entitled to attend and vote at the meeting, you are entitled to appoint more than one (1) proxy to attend and vote on your behalf. If more than one (1) proxy are appointed, the appointment shall specify the number and class of shares in respect of each such proxy.

  8. In the case of joint holders of a share, any one of such joint holders may vote at the meeting either in person or by proxy in respect of such share, but if more than one of such joint holders are present at the meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion 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 in respect of the joint holders.

  9. To be valid, this form of proxy together with a power of attorney or other authority, if any, under which it is signed or a notarially-certified copy thereof must be deposited with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, at level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting.

  10. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE SHAREHOLDER WHO SIGNS IT.

  11. For identification purpose only