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Wisdomcome Group Holdings Ltd. — Proxy Solicitation & Information Statement 2015
Feb 27, 2015
51257_rns_2015-02-27_a04897ad-998d-4a4e-8e6a-85b14bdb2f66.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)
PROXY FORM
Form of proxy for use at the Special General Meeting to be held on Monday, 23 March 2015 at 11:30 a.m.
I/We (Note 1) ,
of
being the registered holder(s) of (Note 2)
shares of HK$0.01 each in the share
capital of Unlimited Creativity Holdings Limited (the “ Company ”), hereby appoint (Note 3) the chairperson of the Meeting (as defined below) 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 Special General Meeting of the Company to be held on Monday, 23 March 2015 at 11:30 a.m. (the “ Meeting ”), 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:
| ORDINARY RESOLUTIONS(Note 4) | ORDINARY RESOLUTIONS(Note 4) | FOR (Note 5) |
AGAINST (Note 5) |
|---|---|---|---|
| 1. | To approve the Refreshment of General Mandate granted to the directors of the Company to issue and allot shares of the Company. |
||
| 2. | To approve the Refreshment of Scheme Mandate Limit. | ||
| SPECIAL RESOLUTIONS(Note 4) | |||
| 1. | To approve the Share Consolidation, the Capital Reduction and the Capital Increase, 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. |
||
| 2. | To approve the Change of Company Name. |
Dated this day of Signature (Note 6)
Notes:
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(1) Full name(s) and address(es) to be inserted in BLOCK CAPITALS .
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(2) Please insert the number of shares of the Company registered in your name(s) 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).
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(3) If any proxy other than the chairperson of the Meeting is preferred, please strike out “the chairperson of the Meeting (as defined below) or” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .
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(4) Full text of the resolutions are set out in the notice of the Meeting.
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(5) IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTION, PLEASE TICK THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTION, TICK THE APPROPRIATE BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote(s) at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting dated 27 February 2015.
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(6) This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be executed either under its common seal or under the hand of an officer or attorney or other person duly authorized to sign the same.
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(7) In the case of joint holders of any share of the Company, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such shares as if he/she was solely entitled thereto; but if more than one of such joint holders be present at the Meeting in person or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority will be determined by reference to the order on which the names of the joint holders stand in the Register of Members of the Company.
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(8) To be valid, this form of proxy and (if required by the board of directors of the Company) the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power or authority, must be delivered at the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the Meeting. No instrument appointing a proxy shall be valid after the expiration of 12 months from the date therein as the date of its execution.
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(9) The proxy need not be a member of the Company but must attend the Meeting in person to represent you.
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(10) Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish and, in such event, this form of proxy shall be deemed to be revoked.