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True Partner Capital Holding Limited Proxy Solicitation & Information Statement 2021

Mar 30, 2021

51519_rns_2021-03-30_7552dfab-0bd2-4fe7-8c2c-0670061fe86d.pdf

Proxy Solicitation & Information Statement

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TRUE PARTNER CAPITAL HOLDING LIMITED

(Incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 8657)

PROXY FORM FOR THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, 3 MAY 2021 AND ANY ADJOURNMENT THEREOF

I/We, [ (Note 1)] of

being the registered holder(s) of [ (Note 2)] ordinary shares of HK$0.01 each in the share capital of True Partner Capital Holding Limited (the “ Company ”), HEREBY APPOINT [ (Note 3)] the chairman of the meeting or of

ordinary shares

as my/our proxy to attend and vote for me/us and on my/our behalf at the annual general meeting (the “ Annual General Meeting ”) of the Company to be held at Unit 1603-04, 16/F, Causeway Bay Plaza I, 489 Hennessy Road, Causeway Bay, Hong Kong on Monday, 3 May 2021 at 3:00 PM (and at any adjournment thereof) and to vote for me/us and in my/our name(s) in respect of the resolutions set out in the notice convening the Annual General Meeting (the “ Notice ”) as hereunder indicated, and, if no such indication is given, as my/our proxy thinks fit. My/Our proxy will also be entitled to vote on any matters properly put to the Annual General Meeting in such manner as he/she thinks fit.

ORDINARY RESOLUTIONS* ORDINARY RESOLUTIONS* FOR(Note 4) AGAINST(Note 4)
1. To receive and adopt the audited consolidated financial statements of the Company and itssubsidiaries and the reports of the directors of the Company (the “Director(s)”) andauditors of the Companyfor theyear ended 31 December 2020.
2(a). To re-elect Mr. Ralph Paul Johan van Put as an executive Director.
2(b). To re-elect Mr. Godefriedus Jelte Heijboer as an executive Director.
2(c). To re-elect Mr. Tobias Benjamin Hekster as an executive Director.
2(d). To authorise the board of Directors(the “Board”)to fix the Directors’ remuneration
3. To declare a final dividend of HK$0.02per share for theyear ended 31 December 2020.
4. To re-appoint PKF Hong Kong Limited as auditors of the Company and to authorise theBoard to fix their remuneration.
5. To grant to the Directors a general and unconditional mandate to exercise the power of theCompany to repurchase its own shares not exceeding 10% of the aggregate number ofshares of the Companyin issue as at the date of this resolution.
6. To grant to the Directors a general and unconditional mandate to allot, issue and otherwisedeal in the shares of the Company not exceeding 20% of the total number of shares of theCompanyin issue as at the date of this resolution.
7. To extend the general mandate granted to the Directors to allot, issue and deal in additionalshares in the capital of the Company by the aggregate number of the shares repurchased bythe Company.
  • For the full text of the proposed resolutions, please refer to the Notice as contained in the Company’s circular dated 30 March 2021.

Date: 2021 Signature(s) [ (Note 5)]

Notes:

  1. Full name(s) and address(es) shall be inserted in BLOCK CAPITALS . The names of all joint holders 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 shares in the capital of the Company registered in your name(s).

  3. If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. Any shareholder of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint a proxy to attend and on a poll, vote instead of him/her. A member who is the holder of two or more shares may appoint more than one proxy. A proxy need not be a shareholder of the Company.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“”) THE BOX MARKED “AGAINST”. If no direction is given, your proxy will vote or abstain at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Annual General Meeting other than those referred to in the notice convening the Annual General Meeting).

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

  6. In the case of joint holders of any share, any one of such persons may vote at the above Annual General Meeting, either personally or by proxy, in respect of such share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the above Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share.

  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 certified copy thereof, must be deposited at the Company’s share registrar in Hong Kong, 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 the meeting or the adjourned meeting (as the case may be).

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish

  9. In light of the epidemic situation of COVID-19, shareholders of the Company may consider appointing the chairman of the meeting as his/her proxy to vote on the resolution, instead of attending the Annual General Meeting in person. Due to concerns over large gatherings during the COVID-19 epidemic, the Annual General Meeting will not serve any refreshment.

  10. References to time and dates in this form of proxy are to Hong Kong time and dates.

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 Annual General Meeting of the Company (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 and to such parties who are authorized 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. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data 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 Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong