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Synagistics Limited — Proxy Solicitation & Information Statement 2007
Oct 21, 2007
50674_rns_2007-10-21_19abe925-b5c2-43f1-b21a-76e68843341b.pdf
Proxy Solicitation & Information Statement
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CONCEPTA INVESTMENTS LIMITED 正奇投資有限公司[*]
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 1140)
PROXY FORM
Form of proxy for use by shareholders at the extraordinary general meeting (or any adjournment thereof) (“First EGM”) of Concepta Investments Limited to be convened and held at 11:00 a.m. on Wednesday, 7 November 2007
I/We (note a) of , being the registered holder(s) of (note b) share(s) of HK$0.10 each in Concepta Investments Limited (the “ Company ”) hereby appoint the Chairman of the First EGM or
of to act as my/our proxy (note c) at the First EGM of the Company to be held at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong at 11:00 a.m on Wednesday, 7 November 2007 and at any adjournment thereof and to vote on my/our behalf as directed below.
Please tick (“ ”) in the appropriate boxes to indicate how you wish your vote(s) to be cast (notes d and e) .
| ORDINARY RESOLUTIONS | ORDINARY RESOLUTIONS | ORDINARY RESOLUTIONS | ORDINARY RESOLUTIONS | FOR | AGAINST |
|---|---|---|---|---|---|
| 1. | To approve the increase in the Company’s authorised share capital fromHK$20,000,000 to HK$200,000,000(beingResolution No. 1 as set out in the notice of the First EGM) | ||||
| 2. | To approve the Placing Agreement and all transactions contemplated thereunder(including without limitation the creation and issue of the unlisted Warrants, thegrant of Special Mandate and the allotment and issue of the Placing Shares and theWarrant Shares) (all as defined in the circular dated 22 October 2007 (the “Circular”)issued by the Company)(beingResolution No. 2 as set out in the notice of the First EGM) | ||||
| 3. | To approve the Whitewash Waiver (as defined in the Circular)(beingResolution No. 3 as set out in the notice of the First EGM) | ||||
| 4. | To approve the Continuing Connected Transactions to be constituted by the NewInvestment Management Agreement and the Annual Caps (all as defined in the Circular)(beingResolution No. 4 as set out in the notice of the First EGM) | ||||
| 5. | To approve the continuing connected Transactions for the year ending 31 March 2008constituted or to be constituted by the Existing Investment Management Agreementand the Revised 2008 Annual Cap(being Resolution No. 5 as set out in the notice of the First EGM) | ||||
| Dated the | day of | 2007 |
Shareholder’s signature: (notes f to i)
Notes:
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(a) Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.
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(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 the shares in the capital of the Company registered in your name(s).
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(c) A proxy need not be a member of the Company. If you wish to appoint some person other than the Chairman of the First EGM as your proxy, please delete the words “the Chairman of the First EGM or” and insert the name and address of the proxy desired in the space provided.
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(d) If you wish to vote for any of the resolutions set out above, please tick (“ ”) the appropriate box marked “For”. If you wish to vote against any resolution, please tick (“ ”) the appropriate box marked “Against”. If this form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will be entitled to vote or abstain at his 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, be entitled to vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the First EGM other than those set out in the notice convening the First EGM.
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(e) The full text of the resolutions appears in the notice of the First EGM dated 22 October 2007.
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(f) In the case of a joint holding, this form of proxy may be signed by any joint holder. If, however, more than one joint holder is present at the First EGM, whether in person or by proxy, the vote of the senior who tenders a vote 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 of the Company.
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(g) The form of proxy must be signed by a shareholder, or his 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.
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(h) 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 certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the First EGM or any adjourned meeting.
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(i) ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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(j) Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the First EGM or any adjourned meeting if you so wish.
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For identification purpose only