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Youzan Technology Limited — Proxy Solicitation & Information Statement 2011
Jan 24, 2011
51261_rns_2011-01-24_ac7531c2-0a90-4478-a12c-de873eb6e408.pdf
Proxy Solicitation & Information Statement
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SYSCAN Technology Holdings Limited 矽感科技控股有限公司[*]
(Incorporated in Bermuda with limited liability)
(Stock Code: 8083)
FORM OF PROXY FOR SPECIAL GENERAL MEETING
Form of proxy for use by shareholders of SYSCAN Technology Holdings Limited (the “Company”) at the Special General Meeting to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Thursday, 10 February 2011 at 11:00 a.m. (or any adjournment thereof) (the “Meeting”).
I/We [(Note][a)] of [(Note][a)] being registered holder(s) of shares of HK$0.01 each (the “ Share ”) [(Note][b)] in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING [(Note][c)] or of [(Note][c)]
and/or of
as my/our proxy to act for me/us at the Meeting (or any adjournment thereof) of the Company to be held at Yue Function Room, First Floor, City Garden Hotel, 9 City Garden Road, North Point, Hong Kong on Thursday, 10 February 2011 at 11:00 a.m. for the purposes of considering and, if thoughtme/us infit,my/ourpassingname(s)the resolutionsin respectsetofouttheinresolutionsthe notice asconveningindicatedthebelowMeeting [(Note] and [d)] andat ifsuchno suchMeetingindication(and atisanygiven,adjournmentas my/ourthereof)proxy thinksto votefit.for
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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR AGAINST(Note d) (Note d)1. “(a) SPA To”);approve,(b) to approveconfirmandandconfirmratify thethesaleissueandandpurchaseallotmentagreementof 218,750,000dated shares22 Novemberof HK$0.012010each(the(the “21 January Consideration Shares 2011 (the “ Subscription ”); (c) to approve, confirm and ratify the subscription agreement dated Agreement ”) for issuing certain zero coupon redeemable andconvertible bonds in a maximum aggregate principal amount of HK$700,000,000 (the “ ConvertibleBonds ”); (d) to approve and confirm the issue and allotment of the Convertible Bonds; (e) toapprove and confirm the issue and allotment of a maximum of 2,187,500,000 shares of HK$0.01each (the “Novemberof 625,000,000 Conversion Shares 2010shares(the “ Placing of HK$0.01”); (f) to approve, confirm and ratify the placing agreement dated 22 Agreement each (the”); “(g) Placing to approve Shares the”) issuein accordanceand allotmentwith ofthea termsmaximumandconditions of the Placing Agreement; (h) to authorize the directors of the Company to do all suchacts and things, take all steps and execute all further documents which in their opinion may benecessary, desirable or expedient for the purpose of giving effect to and/or implementing thetransactions contemplated under the SPA, the Subscription Agreement and the Placing Agreement;and (i) to generally and specifically authorize the board of directors of the Company to issue andallot the Consideration Shares, the Conversion Shares and the Placing Shares upon and subject tothe respective terms and conditions of the SPA, the Convertible Bonds and the Placing Agreement.Signed this day of 2011----- End of picture text -----
Shareholder’s Signature [(Notes][f][&][g)] Proxy’s Specimen Signature
Notes:
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(a) Full name(s) and address(es) to be inserted in BLOCK CAPITALS . The names of all joint holders should be stated. (b) 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 such Shares registered in your name(s).
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(c) If any proxy other than the Chairman of the Meeting is preferred, strike out the words “the Chairman of the Meeting or” herein stated 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. If no name is inserted, the duly appointed Chairman of the Meeting will act as your proxy.
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(d) IMPORTANT: If you wish to vote for or against the resolutions, please place a “ ✓ “ in the box marked “FOR” or the box marked “AGAINST” as appropriate. Failure to complete a box will entitle your proxy to cast your vote(s) or abstain at his discretion. Your proxy will also be entitled to vote or abstain at his discretion on any resolution properly put to the meeting other than that referred to in the notice convening the Meeting.
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(e) The full text of the above resolutions appear in the notice of the Meeting dated 24 January 2011.
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(f) 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 either under its common seal or under the hand of an officer or attorney duly authorized to sign the same.
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(g) Where there are joint registered holders of any Share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such Shares as if he were solely entitled thereto; but if more than one of such joint holders is present at the Meeting personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Shares shall alone be entitled to vote in respect thereof.
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(h) In order to be valid, this form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited with the Secretary of the Company at the Company’s principal place of business and head office in Hong Kong at Unit C, 21/F, Seabright Plaza, 9-23 Shell Street, North Point, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Meeting (or any adjournment thereof). Completion and return of this form of proxy will not preclude you from attending and voting at the Meeting (or any adjournment thereof) in person if you so wish. In the event that you attend the Meeting, this form of proxy will be deemed to have been revoked.
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(i) A proxy needs not be a member of the Company, but must attend the Meeting in person to represent you.
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For identification purposes only