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TBK & Sons Holdings Limited Proxy Solicitation & Information Statement 2020

Oct 29, 2020

50300_rns_2020-10-29_9537a596-d2a6-4848-8c16-6ce297d8951a.pdf

Proxy Solicitation & Information Statement

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TBK & Sons Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1960)

PROXY FORM

Number of shares to which this proxy form relates[1]

FOR THE ANNUAL GENERAL MEETING TO BE HELD ON 15 DECEMBER 2020

I/We[2] ,

of

in the capital of TBK & Sons Holdings Limited (the ‘‘Company’’), HEREBY APPOINT[3] (name) of

, being the registered holder

(address) or failing him/her,

THE CHAIRMAN OF THE MEETING as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting (‘‘AGM’’) of the Company to be held at 7th Floor, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 15 December 2020 at 11:30 a.m. or any adjournment of such meeting. I/We direct that my/our vote(s) be casted on the resolutions as indicated by a ‘‘P’’ in the appropriate boxes. In the absence of any indication, the proxy may vote in respect of that resolution at his/her discretion.

  • ORDINARY RESOLUTIONS FOR[4] AGAINST[4]

  • 1 To receive, consider and adopt the audited consolidated financial statements of the Company and its subsidiaries together with the reports of the directors and independent auditor of the Company for the year ended 30 June 2020

  • 2(a) (i) To re-elect Mr. Tan Hun Tiong as an executive director of the Company; (ii) To re-elect Mr. Tan Han Peng as an executive director of the Company; (iii) To re-elect Mr. Ng Ying Kit as an independent non-executive director of the Company;

  • 2(b) To authorise the board of directors to fix the remuneration of the directors 3 To re-appoint BDO Limited as the independent auditor of the Company and to authorise the directors to fix their remuneration

  • 4 To grant a general mandate to the directors of the Company to allot, issue and deal with additional shares up to 20% of the issued share capital of the Company[5]

  • 5 To grant a general mandate to the directors of the Company to repurchase shares up to 10% of the issued share capital of the Company[5]

  • 6 To extend the general mandate granted to the directors of the Company by the number of shares repurchased[5]

Dated this day of 2020 Signed[6] :

Notes:

  1. If no number is inserted, this proxy form will be deemed to relate to all the shares registered in the name of the holder appearing in this proxy form.

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS. The name(s) of all joint registered holders should be stated.

  3. Please insert the name and address of the proxy. If no name is inserted, the chairman of the meeting will act as the proxy. A shareholder may appoint one or more proxies to attend the meeting and vote for him/her provided that each proxy is appointed to exercise the rights attached to different share or shares held by the shareholder. To appoint more than one proxy, a photocopy of this proxy form may be used. The proxy needs not be a shareholder of the Company, but must attend the meeting (or any adjournment thereof) to represent you.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, TICK (P) IN THE RELEVANT BOX BELOW THE BOX MARKED ‘‘AGAINST’’. IF YOU WISH TO USE LESS THAN ALL YOUR VOTES, OR TO CAST SOME OF YOUR VOTES ‘‘FOR’’ AND SOME OF YOUR VOTES ‘‘AGAINST’’ A PARTICULAR RESOLUTION, YOU MUST WRITE THE NUMBER OF VOTES IN THE RELEVANT BOX(ES).

Failure to tick either box or write the number of votes in the box in respect of a resolution will entitle your proxy to cast your vote in respect of that resolution at his/her discretion or to abstain from voting. Your proxy will also be entitled to vote at his/her discretion or to abstain from voting on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

  1. The full text of the resolutions are set out in the notice of the AGM dated 30 October 2020 (the ‘‘Notice’’).

  2. This proxy form must be signed by you or your agent duly authorised in writing or, in the case of a corporation, must either be executed under its common seal or be signed by an officer or agent duly authorised in writing. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  3. (suchInvestorIn ordercertificationtoServicesbe valid,Limitedtothisbe completedmadeat Levelby either54,proxyHopewellaform,notarytogetherCentre,publicwith183or aQueenthesolicitorpower’s Roadqualifiedof attorneyEast, toHongorpracticeotherKongauthorityinnoHongless (ifthanKong),any)48 underhoursmust bewhichbeforelodgedittheis withtimesignedthefororholdingCompanya certifiedthe’s copymeetingHongofKongthator adjournedpowerbranchofsharemeetingattorneyregistrar,(asor authoritytheTricorcase may be).

  4. Submission of this proxy form shall not preclude you from attending the meeting or any adjourned meeting thereof and voting in person should you so wish, but the appointment of the proxy will be revoked if you attend in person at the meeting.

  5. ordertheIf youmeetingtohavebe validorreturnedadjournedfor votinga proxymeetingpurposes,form,(asyouthisthemaycaselatterrevokemayproxybe)itformby(‘‘Closingcompletingshould Timebe receivedand’’).signingIf thisby thelattera proxyCompanyproxyformform’s bearingHongis lodgedKonga laterbranchwithdate,theshareandCompanylodgingregistrar’s itHongnotwithlessKongthethanCompanybranch48 hoursshare’s HongbeforeregistrarKongthe timeafterbranchappointedtheshareClosingregistrar.for Time,holdingInit will be invalid for voting purpose. However, it will revoke any previous proxy form and any vote that may be cast by the purported proxy will not be counted in any poll taken on a proposed resolution.

  6. In the case of joint registered holders of any shares, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such shares as if he/she were solely entitled theretosenioritybutshallthebevotedeterminedof the seniorby theholderorderwhoin whichtenderstheanamesvote, whetherstand in inthepersonCompanyor by’s registerproxy, willof membersbe acceptedin respectto theofexclusionthe relevantof thejointvote(s)holding.of the other joint holders and, for this purpose,

  7. The Company reserves the right to treat any proxy form which has been incorrectly completed in some manner which (at its absolute discretion) is not material as being valid.

  8. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in the Notice will be decided by poll at the meeting.

  9. The registration for attending the AGM will start at 11:00 a.m. on Tuesday, 15 December 2020.