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Town Ray Holdings Limited Proxy Solicitation & Information Statement 2021

Nov 17, 2021

50095_rns_2021-11-17_fdd724fa-0ffc-4526-af33-ee05bc5a9545.pdf

Proxy Solicitation & Information Statement

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TOWN RAY HOLDINGS LIMITED 登輝控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1692)

Form of Proxy for use at the extraordinary general meeting of the Company to be held on Wednesday, 8 December 2021 (or any adjournment thereof)

I/We[(Note][1)]

of being the registered holder(s) of[(Note][2)] ordinary share(s) of HK$0.01 each in the share capital of Town Ray Holdings Limited (the ‘‘Company’’) HEREBY APPOINT[(Note][3)]

of

or failing him, the chairman of the EGM (as defined below) as my/our proxy, to attend and vote for me/us and on my/our behalf at the extraordinary general meeting (or any adjournment thereof) of the Company (the ‘‘EGM’’) to be held at 11:00 a.m. on Wednesday, 8 December 2021 at 10th Floor, Block A, Chung Mei Centre, 15 Hing Yip Street, Kwun Tong, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing the ordinary resolution as set out in the notice convening the EGM (or any adjournment thereof) and at the EGM (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolution as hereunder indicated or, if no such indication is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION FOR[(Note][4)] AGAINST[(Note][4)]

  1. To approve the entering into of the Tenancy Agreements (as defined in the announcement of the Company dated 30 September 2021) and the transactions contemplated thereunder; and to authorize the Board of the Company to take all actions necessary or expedient in its opinion to implement and/or give effect to the Tenancy Agreements.

Dated this date: of 2021 Signature(s)[(Note][5)] :

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holder should be stated.

  2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. 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).

  3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE EGM WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but he/she must attend the EGM in person to represent you. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON(S) WHO SIGN(S) IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK (‘‘P’’) IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK (‘‘P’’) IN THE BOX MARKED ‘‘AGAINST’’. Failure to do so will entitle your proxy to cast your vote or abstain at his/her discretion. Your proxy will also be entitled to vote or abstain at his/her discretion on any amendment to the resolution referred to in the notice convening the EGM which has been properly put to the EGM.

  5. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be signed either under its common seal or under the hand of an officer, attorney or other person duly authorised to sign the same.

  6. Where there are joint registered holders of any share, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he/she were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

  7. In order to be valid, this form of proxy together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority shall be deposited at the Hong Kong’s branch share registrar of the Company, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

  8. Completion and return of this form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish and in that event, the instrument appointing a proxy shall be deemed to be revoked.

  9. Members of the Company or their proxies attending the EGM shall provide their identity documents.

The description of the resolution in this form is by way of summary only. Please refer to the notice of the EGM dated 18 November 2021.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the EGM (the ‘‘Purposes’’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Tricor Investor Services Limited at the above address.