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Universal Technologies Holdings Limited Proxy Solicitation & Information Statement 2014

Nov 26, 2014

49633_rns_2014-11-26_c2f095dc-4a78-47c0-b2de-db76d1a8fa58.pdf

Proxy Solicitation & Information Statement

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UNIVERSAL TECHNOLOGIES HOLDINGS LIMITED 環球 實 業 科 技 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 1026)

PROXY FORM FOR THE USE AT THE EXTRAORDINARY GENERAL MEETING (OR AT ANY ADJOURNMENT THEREOF)

I/We[(note][1)]

of being the registered holder(s) of[(note][2)] shares of HK$0.01 each in the share capital of Universal Technologies Holdings Limited (the ‘‘Company’’), HEREBY APPOINT[(note][4)] the Chairman of the meeting or of to act as my/our proxy/proxies at the extraordinary general meeting of the Company (and at any adjournment thereof) to be held at Units 601– 608, 6/F, Harbour View Two, Phase Two, Hong Kong Science Park, Pak Shek Kok, New Territories, Hong Kong on Tuesday, 16 December 2014 at 11: 00 a.m. (the ‘‘Meeting’’) for the purposes 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 hereunder indicated, or if no such indication is give, as my/our proxy thinks fit.

ORDINARY RESOLUTION FOR[(note][5)] AGAINST[(note][5)]

To approve the conditional sale and purchase agreement (the ‘‘Agreement’’) dated 29 October 2014, details of which are set out in the circular of the Company and the Notice both dated 27 November 2014.

Date this day of 2014 Signature[(note][8)]

Notes:

  1. Full name(s) and address(es) are to be inserted in BLOCK CAPITALS.

  2. Please insert the number of shares of the Company 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. A member entitled to attend and vote at the Meeting is entitled to appoint more than one proxy to attend and, on poll, vote on his behalf. A proxy need not be a member of the Company.

  4. If any proxy other than the Chairman of the Meeting is preferred, strike out ‘‘or the Chairman of the Meeting’’ and insert the name and address of the proxy desired in the space provided. If no name is inserted, the duly appointed Chairman of the Meeting will act as your proxy. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (‘‘H’’) THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (‘‘H’’) THE BOX MARKED ‘‘AGAINST’’. Failure to complete any or all the box will entitle your proxy to cast his/her votes at his/her discretion. Your proxy will also be entitled to vote at his/her direction on any resolution properly put to the Meeting other than those set out in the Notice convening the Meeting.

  6. To be valid, this form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s Hong Kong branch share registrar and transfer office, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for the Meeting (or at any adjournment thereof).

  7. Where there are joint holders of any shares of the Company, any one of such persons may vote at the Meeting either personally, or by proxy, in respect of such shares of the Company as if he were solely entitled thereto, and if more than one of such joint holders are present at the Meeting personally or by proxy, the joint holder whose name stands first on the register of members of the Company in respect of the relevant joint holding shall alone be entitled to vote.

  8. 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 either executed under its seal or under the hand of an officer, attorney or other person duly authorised.

  9. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Meeting (or at any adjournment thereof) and in such event, the form of proxy shall be deemed to be revoked.