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Wisdomcome Group Holdings Ltd. Proxy Solicitation & Information Statement 2013

May 23, 2013

51257_rns_2013-05-23_229bcca0-e954-4cea-98bd-b8d87c533034.pdf

Proxy Solicitation & Information Statement

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UNLIMITED CREATIVITY HOLDINGS LIMITED 無限創意控股有限公司

(Continued in Bermuda with limited liability)

(Stock Code: 8079)

FORM OF PROXY

Form of proxy for use at the Special General Meeting (the “Meeting”) to be held on Monday, 17 June 2013 at 4:00 p.m.

I/We (Note 1)

of

share(s) of HK$0.01 each in the

being the registered holders of (Note 2) share(s) of HK$0.01 each in the share capital of Unlimited Creativity Holdings Limited (the “Company”), HEREBY APPOINT (Note 3) the chairman of the Meeting or of or failing him, of

to act as my/our proxy to attend and vote for

me/us and on my/our behalf at the Meeting to be held on Monday, 17 June 2013 at 4:00 p.m. or at any adjournment thereof, at 7/F., Zung Fu Industrial Building, 1067 King’s Road, Quarry Bay, Hong Kong on the undermentioned resolutions as indicated below or, if no such indication is given, as my/our proxy thinks fit. My/our proxy will also be entitled to vote at his/her discretion on any resolutions properly put to the Meeting other than the undermentioned resolutions:

SPECIAL RESOLUTION FOR(Note 4) AGAINST(Note 4)
To approve the Share Consolidation, the Capital Reduction and the Capital
Increase (as defined in the circular of the Company dated 24 May 2013), the
details of which are set out in the notice of the Meeting dated 24 May 2013, and
to authorise generally the directors of the Company to do all such acts, deeds and
things and to sign all documents as they may, in their absolute discretion, deem
necessary, desirable or appropriate to give effect and implement the foregoing.
ORDINARY RESOLUTION FOR(Note 4) AGAINST(Note 4)
To approve the Refreshment of General Mandate (as defined in the circular of the
Company dated 24 May 2013) granted to the directors of the Company to issue and
allot shares of the Company.

Date this

day of Shareholder’s signature (Note 5) :

Notes:

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

  2. 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).

  3. If any proxy other than the chairman of the Meeting is preferred, please strike out “the chairman of the Meeting or” herein inserted and insert the name(s) and address(es) of the proxy/proxies desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  4. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, TICK “” THE APPROPRIATE BOX MARKED “FOR”, IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, TICK “” THE APPROPRIATE BOX MARKED “AGAINST” . Failure to tick a box will entitle your proxy to cast your vote(s) at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening 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 either under its common seal or under the hand of an officer or attorney duly authorised.

  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, which it is signed or a certified copy thereof, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Standard Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time for the holding of the Meeting and any adjournment thereof.

  8. 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 proxy shall be deemed to be revoked.

  9. Unless otherwise defined herein, capitalised terms are defined in the notice convening the Meeting.