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Talent Property Group Limited Proxy Solicitation & Information Statement 2015

Nov 16, 2015

49450_rns_2015-11-16_bffc99e2-d630-4347-94d9-dbd813fe38d0.pdf

Proxy Solicitation & Information Statement

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TALENT PROPERTY GROUP LIMITED 新 天 地 產 集 團 有 限 公 司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 00760)

Form of proxy for use at the Special General Meeting to be held on Tuesday, 1 December 2015 at 4:00 p.m. or any adjournment thereof

I/We[1] ,

of

being a member of Talent Property Group Limited (the ‘‘Company’’) and the registered holder(s) of share(s)[2] of HK$0.004 each in the capital of the Company, HEREBY APPOINT

THE CHAIRMAN OF THE MEETING or[3]

of

as my/our proxy to vote and act for me/us at the special general meeting (and at any adjournment thereof) of the Company (the ‘‘Meeting’’) to be held at Room 6, United Conference Centre, 10/F., United Centre, 95 Queensway, Hong Kong on Tuesday, 1 December 2015 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolution set out in the notice convening the Meeting (the ‘‘Notice’’) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolution For[4] Against[4] 1. To approve, confirm and ratify the Deed of Amendment and the Supplemental Deed of Amendment (as defined in the circular of the Company dated 16 November 2015 (the ‘‘Circular’’)) and the transactions contemplated thereunder, to authorise the directors of the Company (the ‘‘Directors’’) to issue and allot the Conversion Shares (as defined in the Circular) upon exercise of the conversion rights attaching to the Talent Trend Convertible Notes (as defined in the Circular), and to authorise any one or more of the Directors to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary, desirable or expedient to implement and/or give effect to any matters relating to the Deed of Amendment, the Supplemental Deed of Amendment and the transactions contemplated thereunder.

Dated 2015 Shareholder’s signature[5]

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) to which the proxy relates. If no number 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 preferred, strike out ‘‘Chairman of the meeting’’ and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK THE APPROPRIATE BOX MARKED ‘‘AGAINST’’. Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

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

  6. In case of joint registered shareholders, 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 shall be determined by the order in which the names stand in the Register of Members of the Company.

  7. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

  8. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  9. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.

  10. The description of the ordinary resolution is by way of summary. The full text of the ordinary resolution is set out in the Notice.

  • For identification purposes only