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Television Broadcasts Limited — Proxy Solicitation & Information Statement 2009
May 8, 2009
49261_rns_2009-05-08_1f0972ea-c211-461c-af52-529bbb9983bd.pdf
Proxy Solicitation & Information Statement
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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 290)
Website: http://www.290.com.hk
FORM OF PROXY FOR EXTRAORDINARY GENERAL MEETING
I/We, , being the registered holder(s) of shares (see note 1) of HK$0.10 each in the capital of China Fortune Group Limited (the “Company”) hereby appoint the Chairman of the meeting or (see note 2)
as my/our proxy to vote for me/us on my/our behalf at the extraordinary general meeting of the Company (“EGM”), to be held at Room 3503, 35th Floor, Two International Finance Centre, 8 Finance Street, Central, Hong Kong on 29 May 2009 at 11:30 a.m., and at any adjournment thereof, on the undermentioned resolutions referred to in the notice (“Notice”) convening the EGM (see note 3), with or without amendment or modification, or if no such indication is given, as my/our proxy thinks fit.
| Resolutions | For | Against | |
|---|---|---|---|
| 1. | To approve, confirm and ratify the sale and purchase agreement dated 6 March 2009 | ||
| entered into between Pioneer (China) Limited and Fortune Financial (Holdings) Ltd in | |||
| relation to the acquisition of the remaining 49 per cent. of the issued share capital of | |||
| Excalibur Securities Limited and the transactions contemplated thereby under resolution | |||
| numbered 1 in the Notice | |||
| 2. | To approve, confirm and ratify the sale and purchase agreement dated 6 March 2009 | ||
| entered into between Pioneer (China) Limited and Fortune Financial (Holdings) Ltd in | |||
| relation to the acquisition of the remaining 49 per cent. of the issued share capital of | |||
| Excalibur Futures Limited and the transactions contemplated thereby under resolution | |||
| numbered 2 in the Notice | |||
| 3. | To approve, confirm and ratify the conditional subscription agreement dated 6 May | ||
| 2009 entered into between the Company (as issuer) and Top Good Holdings Limited (as | |||
| subscriber) in respect of the convertible bond to be issued by the Company in the principal | |||
| amount of HK$32 million to the subscriber and the transactions contemplated thereby | |||
| under resolution numbered 3 in the Notice | |||
| 4. | To grant a general mandate to the directors of the Company to allot, issue and deal with the | ||
| securities in the share capital of the Company under resolution numbered 4 in the Notice | |||
| 5. | To approve the refreshment of the scheme limit of the share option scheme of the Company | ||
| up to 10 per cent. of the number of Shares in issue as at the date of passing this resolution | |||
| and to authorise the directors to do all such acts and execute all such documents as may | |||
| be necessary or expedient to give effect to the refreshed scheme mandate limit under | |||
| resolution numbered 5 in the Notice |
SIGNATURE(S) (see notes 4, 5 and 6) FULL NAME(S) (in block capital) ADDRESS DATED THIS DAY OF 2009
Notes:
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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 of the Company registered in your name(s).
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If you wish to appoint another person as proxy (who need not be a member of the Company), please delete the words “Chairman of the meeting” and insert the name and address of that other person. Any alteration made to this proxy form must be initialled by the person who signs it.
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Please indicate with an “X” in the appropriate space how you wish the proxy to vote on your behalf. In the absence of any such indication you will be deemed to have authorized him to vote or to abstain from voting at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the Notice convening the EGM.
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This proxy form must be signed by the shareholder or his attorney or, if the shareholder is a corporation, be under seal or signed by a duly authorized officer or attorney.
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In the case of joint registered holders, the vote of the senior member who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority will be determined by the order in which the names stand in the register of members in respect of the joint holding.
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In order to be valid, this proxy form and any power of authority (if any) under which it is signed or a certified copy of that power of authority must be deposited with the Company’s branch registrar and transfer office in Hong Kong, Union Registrars Limited, Rooms 1901-02, Fook Lee Commercial Centre, Town Place, 33 Lockhart Road, Wanchai, Hong Kong no later than 48 hours before the time appointed for the commencement of the EGM or adjourned meeting.
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Completion and return of this proxy form will not preclude you from attending in person and voting at the EGM.