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Vobile Group Limited Proxy Solicitation & Information Statement 2019

Sep 30, 2019

50879_rns_2019-09-30_350bf5d8-fdf0-4ada-86d1-6b2ec87c05c3.pdf

Proxy Solicitation & Information Statement

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Vobile Group Limited 阜 博 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3738)

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

FORM OF PROXY FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON MONDAY, OCTOBER 28, 2019

I/We[(Note][2)]

of

being the registered holder(s) of shares in the issued share capital of Vobile Group Limited (the ‘‘Company’’) hereby appoint the Chairman of the meeting[(Note][3)] or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below and, if no such indication is given, as my/our proxy thinks fit at an extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 3 p.m. on Monday, October 28, 2019 at Room 1, United Conference Centre, 10/F, United Centre, 95 Queensway, Admiralty, Hong Kong p.m. (and at any adjournment thereof). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated September 30, 2019.

Please put a tick (‘‘✓’’) in the appropriate boxes to indicate how you wish your vote(s) to be cast[(Note][4)] .

ORDINARY RESOLUTION FOR AGAINST 1. To approve, confirm and ratify the Asset Purchase Agreement and the transactions contemplated thereunder, including but not limited to the grant of a specific mandate to allot and issue a maximum number of 121,175,194 EarnOut Shares (subject to adjustments), and to authorise any Director to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/her to be incidental to, ancillary to or in connection with the matters contemplated in the Asset Purchase Agreement and the transactions contemplated thereunder and the implementation thereof including the affixing of seal thereon.[5)] Date: 2019 Signature(s)[(Note] : Notes:

  1. Please insert the number of shares 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). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

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

  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 entitled to attend and vote at the EGM is entitled to appoint another person as his proxy to attend and vote instead of him. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a Shareholder. Every Shareholder present in person or by proxy shall be entitled to one vote for each share held by him.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE PUT A TICK (‘‘✓’’) IN THE BOX MARKED ‘‘FOR’’. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE PUT A 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 EGM other than that referred to in the notice convening the EGM.

  5. This form of proxy must be signed by you or your attorney duly authorized 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 authorized. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  6. In case of joint holders, the vote of the one joint holder whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof, whether personally or by proxy.

  7. certified54,In orderHopewelltocopybe Centre,valid,thereof,this183mustformQueenbeofdeposited’proxys RoadtogetherEast,at theHongCompanywith Kongthe power’s notbranchlessof attorneysharethan 48registrarorhoursotherinbeforeauthorityHongtheKong,time(if any)TricorappointedunderInvestorwhichfor holdingServicesit is signedtheLimited,EGMor a notarially(i.e.at Levelby 3 p.m. on Saturday, October 26, 2019) or any adjournment thereof.

  8. Completion and delivery of the form of proxy will not preclude you from attending and voting at the EGM if you so wish and in such event, this form of proxy shall be deemed to be revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Yourappointmentproxy’supplys (or proxiesofof youra proxy’)andname(s)(oryourproxies)proxyand address(es)’ands (oryourproxiesvotingto’)ourname(s)instructionsagent,andcontractor,address(es)for the orMeetingthirdis on partyaofvoluntarytheserviceCompanybasisprovider(thefor the‘‘Purposeswhopurposeprovides’’).ofWeprocessingadministrative,may transferyour requestyourcomputerandforyourandthe otherrelevantservicesfor thetoPurposesus for useandin needconnectionto receivewiththethe information.Purposes andYourto suchandpartiesyour proxywho ’ares (orauthorizedproxies’) byname(s)law toandrequestaddress(es)the informationwill be retainedor are otherwisefor 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 the Company/Tricor Investor Services Limited at the above address.