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WH Group Limited — Proxy Solicitation & Information Statement 2016
Mar 30, 2016
49096_rns_2016-03-30_3f576677-7eea-43a4-9c5a-76646698d0a9.pdf
Proxy Solicitation & Information Statement
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REX Global Entertainment Holdings Limited 御濠娛樂控股有限公司
(Incorporated in Bermuda with limited liability)
(Stock Code: 164)
PROXY FORM
Form of proxy for use at the special general meeting (the ‘‘Meeting’’) of REX Global Entertainment Holdings Limited (the ‘‘Company’’) to be held at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 22 April 2016 at 2:30 p.m. (or any adjournment thereof).
I/We (Note 1)
of
being the registered holder(s) of (Note 2) the Company HEREBY APPOINT (Note 3) of
shares of HK$0.01 each in the capital of
or failing him, the Chairman of the Meeting, to act for me/us as my/our proxy at the Meeting of the Company to be held at Hennessy Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 22 April 2016 at 2:30 p.m. and at any adjournment thereof and to vote for me/ us and on my/our behalf in respect of such resolutions as indicated below, or if no such indication is given, as my/our proxy thinks fit (Note 4):
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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR (Note 4) AGAINST (Note 4)1(a) To approve, ratify and confirm the Sale and Purchase Agreement (as defined in thecircular of the Company dated 31 March 2016 (the ‘‘Circular’’)) and the transactionscontemplated thereunder; and to authorise any one or more of the directors of theCompany (the ‘‘Directors’’) to do all acts necessary for the purpose of or in connectionwith the Sale and Purchase Agreement and the transactions contemplated thereunder andto approve, ratify and confirm all such acts.1(b) To approve, ratify and confirm the Placing Agreements (as defined in the Circular) andthe transactions contemplated thereunder; to grant the Specific Mandate (as defined in theCircular) to the Directors; and to authorise any one or more of the Directors to do all actsnecessary for the purpose of or in connection with the Placing Agreements and thetransactions contemplated thereunder and to approve, ratify and confirm all such acts.1(c) To approve the increase in the authorised share capital of the Company fromHK$150,000,000 divided into 15,000,000,000 Shares (as defined in the Circular) toHK$650,000,000 divided into 65,000,000,000 Shares by the creation of an additional50,000,000,000 new Shares which are to rank pari passu with the existing Shares in allrespect; and to authorise the Directors to do all things necessary to effect the aforesaidincrease in authorised share capital of the Company.SPECIAL RESOLUTION2. To approve, subject to and conditional upon the approval of the Registrar of Companiesin Bermuda being obtained, the change of the English name of the Company from ‘‘REXGlobal Entertainment Holdings Limited’’ to ‘‘China Baoli Technologies HoldingsLimited’’ and to adopt a new Chinese name ‘‘中國寶力科技控股有限公司’’ as thesecondary name of the Company in place of the existing secondary name of the Company‘‘御濠娛樂控股有限公司’’; and to authorise the Directors to do all acts necessary inconnection with the implementation of or to give effect to the aforesaid change ofcompany name.----- End of picture text -----
Dated this
day of
2016
Signature(s)
Notes:
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Full name(s) and address(es) to be inserted in BLOCK CAPITALS.
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Please insert the number of shares registered in your name(s). If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).
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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. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
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IMPORTANT:A TICK IN THEIFBOXYOUMARKEDWISH TO ‘‘VOTEAGAINSTFOR’’.AFailureRESOLUTION,to do so willPUTentitleA TICKyour INproxyTHEto BOXcast hisMARKEDvote at his‘‘FORdiscretion.’’. IF YOUYourWISHproxy TOwill VOTEalso beAGAINSTentitled to AvoteRESOLUTION,at his discretionPUTon any amendment to the resolutions referred to in the notice convening the Meeting which has been properly put to the Meeting.
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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 under its common seal or the hand of an officer duly authorised on its behalf.
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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.
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atTothebe officevalid, ofthistheformCompanyof proxy,’s branchtogethersharewithregistrarany powerin Hongof attorneyKong, Tricoror otherSecretariesauthority Limited,(if any) underat Levelwhich22, itHopewellis signed,Centre,or a certified183 Queencopy’s Roadof suchEast,powerHongor Kongauthority,not latermustthanbe deposited48 hours before the time appointed for holding of the Meeting or the adjourned meeting, as the case may be.
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The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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Completion and delivery of the form of proxy will not preclude you from attending and voting at the Meeting if you so wish, and in such event, the instrument appointing a proxy shall be deemed to be revoked.