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Walnut Capital Limited Proxy Solicitation & Information Statement 2016

Nov 25, 2016

49552_rns_2016-11-25_203e7af0-7aae-4d6e-af8d-25d21b13e1eb.pdf

Proxy Solicitation & Information Statement

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GLOBAL MASTERMIND CAPITAL LIMITED 環球大通投資有限公司[*]

(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 905)

FORM OF PROXY FOR SPECIAL GENERAL MEETING

I/We[1]

of being the registered holder(s) of[2] Shares of HK$0.01 each of Global Mastermind Capital Limited (the “Company”) HEREBY APPOINT[3] of

or failing him, the chairman of the meeting as my/our proxy, to attend and vote for me/us and on my/our behalf at the Special General Meeting (or any adjournment thereof) of the Company to be held at Unit 3107, 31/F., West Tower, Shun Tak Centre, 168-200 Connaught Road Central, Hong Kong, on 14 December 2016 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening such meeting and at such meeting (or any adjournment thereof) to vote for me/us in my/our name(s) in respect of the said resolutions as hereunder indicated or, if no such indications is given, as my/our proxy thinks fit.

ORDINARY RESOLUTION FOR[4] AGAINST[4] To approve, confirm and ratify the conditional subscription agreement entered into between the Company and Haier Healthwise Holdings Limited as subscriber dated 17 October 2016 in relation to the issue of 195,500,000 new shares of the Company (the ‘‘Subscription Shares’’) at a price of HK$0.45 each and all the transactions contemplated thereunder, including the allotment and issue of the Subscription Shares pursuant thereto.

Dated this:

day of 2016 Signature[5] :

Notes:

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

  2. Please insert the number of Shares of HK$0.01 each 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).

  3. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company but must attend the meeting in person to represent you. ANY ALTERNATION MADE TO THIS FORM OF PROXY MUST BE INITIALED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PUT A TICK IN THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PUT A TICK IN THE BOX MARKED “AGAINST”. Failure to do so will entitled your proxy to cast his vote at his discretion. Your proxy will also be entitled to vote at his discretion on any amendment to the resolutions referred to in the notice convening the meeting which has been properly put to the meeting.

  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 under the hand of an officer duly authorised on that behalf together with a company chop.

  6. In the case of joint holders the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the register of members.

  7. 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 authority must be deposited at Tricor Secretaries Limited, the branch share registrar of the Company at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of 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 meeting if you so wish.

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 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 for use in connection with the Purposes 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 fulfill 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 Secretaries Limited at the above address.

  • for identification purposes only