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Talent Property Group Limited Proxy Solicitation & Information Statement 2016

May 11, 2016

49450_rns_2016-05-11_347bf7d6-abab-4af1-9675-a7458f9c7ebb.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 Wednesday, 1 June 2016 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 United Conference Centre, 10/F, United Centre, 95 Queensway, Hong Kong on Wednesday, 1 June 2016 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolutions 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 resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit.

Ordinary Resolutions For[4] Against[4]

  1. To approve, confirm and ratify the Second Supplemental Deed of Amendment (as defined in the circular of the Company dated 12 May 2016 (the ‘‘Circular’’)) and the transactions contemplated thereunder, to authorize 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 2010 Convertible Notes (as defined in the Circular), and to authorize 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 the Proposed Amendment (as defined in the Circular) under the Second Supplemental Deed of Amendment and the transactions contemplated thereunder.

  2. Subject to the passing of resolution no. 1 above, the Executive (as defined in the Circular) granting to Talent Trend the Whitewash Waiver (as defined in the Circular) and the satisfaction of any condition(s) attached to the Whitewash Waiver, to approve the Whitewash Waiver and to authorize any one or more of the Directors to do all such acts and things as he/she considers necessary or expedient for the purpose of giving effect to any matters relating to or incidental to the Whitewash Waiver.

Dated 2016 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. certifiedHopewellTo be valid,copyCentre,thisthereof,183formQueenmustof proxy,be’s RoaddepositedtogetherEast,atWanchai,withthe CompanyanyHongpower’sKongbranchof attorneynosharelater registrar,(ifthanany)48 hoursorComputershareotherbeforeauthoritythe Hongappointed(if any)KongtimeunderInvestorforwhichtheServicesholdingit is Limitedsignedof the orMeetingat a17MnotariallyFloor,(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 descriptions of the ordinary resolutions are by way of summary. The full text of the ordinary resolutions is set out in the Notice. * For identification purposes only