AI assistant
Synagistics Limited — Proxy Solicitation & Information Statement 2015
Jun 28, 2015
50674_rns_2015-06-28_a13f195c-6ed6-4ef2-9df9-164d6df1139b.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [69 x 49] intentionally omitted <==
==> picture [34 x 40] intentionally omitted <==
OP FINANCIAL INVESTMENTS LIMITED 東英金融投資有限公司[*]
(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 to be held at 11:00 a.m. on Thursday, 16 July 2015 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong
I/We (note a)
of being the registered holder(s) of (note b) shares of HK$0.10 each of OP Financial Investments Limited (the “ Company ”) hereby appoint the Chairman of the extraordinary general meeting of the Company (the “ Meeting ”) or of to act as my/our proxy ( note c ) at the Meeting to be held at 11:00 a.m. on Thursday, 16 July 2015 at 27th Floor, Two Exchange Square, 8 Connaught Place, Central, Hong Kong and at any adjournment thereof and to vote on my/our behalf in respect of the resolutions set out in the notice (“ Notice ”) of the Meeting dated 29 June 2015 as directed below.
Please tick (“✔”) in the appropriate boxes to indicate how you wish your vote(s) to be cast on a poll.
ORDINARY RESOLUTIONS FOR (note d) AGAINST (note d) 1. (a) To approve, confirm and ratify the conditional placing agreement (the “ Placing Agreement ”) dated(“ordinary SharesOPSL 1””)Juneandsharesas each2015placing(“ Shares aentered“ Placing agent”)intoofin Share HK$0.10betweenrelation”) oneachthetoa best-efforttheCompanyin theplacingsharebasisand(thecapitalOrientalat“ Placing theof theplacingPatron”)CompanyofpriceSecuritiesup to(the(the900,000,000““Limited PlacingPlacing Price ”) of HK$1.50 per Placing Share and the transactions contemplated thereunder (other than the Engagement of OPSL, as defined in resolution no. 2 below). (b) To grant the directors of the Company (the “ Directors ”) a specific mandate (the “ Specific Mandate ”) to allot and issue up to 900,000,000 Placing Shares at the Placing Price, subject only to the Placing Agreement becoming unconditional in accordance with the terms thereof. (c) To authorise one or more Directors to do all such further acts and things to implement the transactions (other than the Engagement of OPSL) contemplated by the Placing Agreement. 2. To approve and confirm the engagement of OPSL (the “ Engagement of OPSL ”) as the placing agent for the Placing on the terms of the Placing Agreement and all other connected transactions between the Company and OPSL contemplated under the Placing Agreement; and to authorise any one or more Directors to do all such further acts and things to implement the connected transactions contemplated by the Placing Agreement (i.e. the Engagement of OPSL). 3 To approve the increase in the authorised share capital of the Company from HK$200,000,000 divided into 2,000,000,000 ordinary shares of par value of HK$0.10 each to HK$400,000,000 divided into 4,000,000,000 ordinary shares of par value of HK$0.10 each by the creation of an additional 2,000,000,000 ordinary shares of par value of HK$0.10 each to rank pari passu in all respects with the existing ordinary shares (the “ Increase in the Authorised Share Capital ”); and to authorise any one or more Directors to do all other acts and things and execute all documents which he/she/they consider(s) necessary or expedient for the implementation of and giving effect to the Increase in the Authorised Share Capital.
Dated this day of 2015. Shareholder’s signature x x (notes e, f, g and h) Notes:
a Full name(s) and address(es) are to be inserted in BLOCK CAPITALS. The name of all joint registered holders should be stated. 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). c A proxydelete theneedwordsnot“thebe aChairmanmember ofofthetheCompany.extraordinaryIf yougeneralwish tomeetingappointofsomethe Companyperson other(thethan“ Meeting the Chairman”) or” andofinsertthe Meetingthe nameas andyouraddressproxy, pleaseof the person appointed in the space provided.
-
d IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS SET OUT ABOVE, PLEASE TICK (“ ✔ ”) THE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, PLEASE TICK (“ ✔ ”) THE BOXES MARKED “AGAINST’’. If the form returned is duly signed but without specific direction on any of the proposed resolutions, the proxy will 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, vote or abstain at his discretion. A proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those set out in the notice convening the Meeting.
-
e In the case of joint registered holders of any share, this form of proxy may be signed by any joint registered holder, but if more than one joint registered holder is present at the Meeting, whether in person or by proxy, that one of the joint registered holders whose name stands first on the register of members in respect of the relevant joint holding shall alone be entitled to vote in respect thereof.
f 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.
-
g 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 notarially certified copy of such power or authority must be deposited at the offices of the Company’s Hong Kong branch registrar, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the Meeting or any adjourned meeting.
-
h Any alteration made to this form should be initialed by the person who signs the form.
i Completion and return of this form of proxy will not preclude you from attending and voting in person at the Meeting or any adjournment thereof if you so wish.
j Please refer to the Notice for the full text of the resolutions.
* For identification purpose only