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Talent Property Group Limited Proxy Solicitation & Information Statement 2019

May 22, 2019

49450_rns_2019-05-22_f301d43f-b949-4ea2-8a49-6a09a36cf89f.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)

REVISED PROXY FORM

Revised form of proxy for use at the Annual General Meeting to be held on 3 June 2019 4:00 p.m. or any adjournment thereof

I/We[1]

of

Talent Property Group Limited (the “Company”) and the registered holder(s) of each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3] of

being a member of shares[2] of HK$0.004

as my/our proxy to vote and act for me/us at the annual 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 Monday, 3 June 2019 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 Resolutions For4 Against4
1. To receive and approve the audited financial statements, the directors’ report and
the auditors’ report for the year ended 31 December 2018.
2. (A) To re-elect Mr. Lo Wai Hung as an independent non-executive director;
(B) To re-elect Mr. Mak Yiu Tong as an independent non-executive director;
(C) To authorize the board of directors to fix the remuneration of the directors.
3. To re-appoint Cheng & Cheng Limited as the auditors of the Company and to
authorize the board of directors to fix their remuneration.
4. (A) To grant a general mandate to the directors to issue, allot and deal with new
shares of the Company;
(B) To grant a general mandate to the directors to repurchase shares of the
Company; and
(C) Subject to passing of Ordinary Resolutions Nos. 4(A) and 4(B), to extend
the general mandate granted to the directors under Ordinary Resolution
No. 4(A) by adding the number of shares repurchased pursuant to the
general mandate granted under Ordinary Resolution No. 4(B).

Dated 2019 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 revised form of proxy will be deemed to relate to all the shares of 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 REVISED FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES 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 revised form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  6. In the case of joint holders, 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 will be determined by the order in which the names stand in the Register of Members of the Company.

  7. To be valid, this revised 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. If you have not completed and returned the form of proxy published on 30 April 2019 by the Company (the “Original Proxy Form”) and wish to attend the AGM by proxy, you are required to complete and return this revised form of proxy, together with any power of attorney or other authority (if any) under which it is signed, or a certified copy thereof. Under such circumstances, you are not required to return the Original Proxy Form.

  9. If you have completed and duly returned the Original Proxy Form, you must pay attention to the following:

(i) If this revised form of proxy is not completed and duly returned, or if this revised form of proxy is returned later than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be), and the Original Proxy Form has been correctly completed and returned, then the Original Proxy Form will be deemed as the valid proxy form returned by you, save and except for resolution no. 2(A). Your proxy will be entitled to vote in accordance with the instruction given by you or at his/her/its discretion on the said resolution no. 2(A).

  • (ii) If this revised form of proxy is completed and returned not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be), then this revised form of proxy shall supersede and replace the Original Proxy Form previously returned by you. This revised form of proxy, if correctly completed, will be deemed as the valid proxy form returned by you.

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

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

* For identification purposes only