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(Incorporated in Bermuda with limited liability) (Stock Code: 711) Form of Proxy for Special General Meeting No. of shares to which this Proxy (Note 1) I/We (Note 2), of being the shareholder(s) of CHUN WO DEVELOPMENT HOLDINGS LIMITED (the “Company”) hereby appoint (Note 3) the Chairman of the meeting or of or failing him of as my/our proxy to attend, act and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Tang Room, 3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 27 August 2009 at 3:40 p.m. (as soon as the annual general meeting of the Company convened at the same date and place shall have been concluded or adjourned) on the resolution as indicated below: Ordinary Resolution For (Note 4) Against (Note 4) (a) the sale of the Property (the “Disposal”), particulars of which are set out in the formal sale and purchase agreement dated 27 July 2009 (the “Formal Agreement”) between Rich Score Development Limited, an indirect wholly-owned subsidiary of the Company and New Golden Investments Limited in relation to such Disposal be and is hereby approved and confirmed; (b) the terms and conditions of the Formal Agreement (a copy of which is tabled at the meeting and initialled by the chairman of the meeting for identification purpose) be and is hereby approved, ratified and confirmed; (c) the execution by an authorised person of Rich Score Development Limited of the provisional sale and purchase agreement dated 20 April 2009 in relation to the Disposal be and is hereby approved, ratified and confirmed; and (d) any one director of the Company, or any two directors of the Company if the affixation of the common seal is necessary, be and is/are hereby authorized for and on behalf of the Company to execute all such other documents, instruments and agreements and to do all such acts or things deemed by him/them to be incidental to, ancillary to or in connection with the matters contemplated in or relating to the Formal Agreement and/or the Disposal as he/they may consider necessary, desirable or expedient. Dated this day of 2009 Signature (Note 5) Notes: 1. Please insert the number of shares registered in your name(s) to which the 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). 2. Please insert full name(s) and address(es) in BLOCK CAPITALS. 3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert in BLOCK CAPITALS full name and address of the proxy desired in the space provided. Aproxy need not be a member of the Company. 4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST THE RESOLUTIONS, PLEASE PLACE A “” IN THE APPROPRIATE BOX. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting. Your proxy will be entitled to vote at his discretion on any resolutions properly put to the meeting other than those referred to in the notice convening the meeting. 5. This form of proxy must be signed under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. 6. 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 share as if he were solely entitled thereto; but should there be more than one of such joint holders present at the meeting personally or by proxy, that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof. 7. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or other authority must be deposited at the principal place of business of the Company in Hong Kong at C2, 5/F., Hong Kong Spinners Industrial Building, 601-603 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof. 8. Any alteration made to this form of proxy must be duly initialled by the person who signs it.

(Stock Code: 711) - ChunWo · 8/11/2009  · (Incorporated in Bermuda with limited liability) (Stock Code: 711) Form of Proxy for Special General Meeting No. of shares to which this

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Page 1: (Stock Code: 711) - ChunWo · 8/11/2009  · (Incorporated in Bermuda with limited liability) (Stock Code: 711) Form of Proxy for Special General Meeting No. of shares to which this

(Incorporated in Bermuda with limited liability)

(Stock Code: 711)

Form of Proxy for Special General Meeting

No. of shares to whichthis Proxy (Note 1)

I/We (Note 2),ofbeing the shareholder(s) of CHUN WO DEVELOPMENT HOLDINGS LIMITED (the “Company”) hereby appoint (Note 3) the Chairman of themeeting orofor failing himofas my/our proxy to attend, act and vote for me/us and on my/our behalf at the special general meeting of the Company to be held at Tang Room,3rd Floor, Sheraton Hong Kong Hotel & Towers, 20 Nathan Road, Kowloon, Hong Kong on Thursday, 27 August 2009 at 3:40 p.m. (as soon as theannual general meeting of the Company convened at the same date and place shall have been concluded or adjourned) on the resolution asindicated below:

Ordinary Resolution For (Note 4) Against (Note 4)

(a) the sale of the Property (the “Disposal”), particulars of which are set out in theformal sale and purchase agreement dated 27 July 2009 (the “Formal Agreement”)between Rich Score Development Limited, an indirect wholly-owned subsidiary ofthe Company and New Golden Investments Limited in relation to such Disposal beand is hereby approved and confirmed;

(b) the terms and conditions of the Formal Agreement (a copy of which is tabled at themeeting and initialled by the chairman of the meeting for identification purpose) beand is hereby approved, ratified and confirmed;

(c) the execution by an authorised person of Rich Score Development Limited of theprovisional sale and purchase agreement dated 20 April 2009 in relation to theDisposal be and is hereby approved, ratified and confirmed; and

(d) any one director of the Company, or any two directors of the Company if theaffixation of the common seal is necessary, be and is/are hereby authorized for andon behalf of the Company to execute all such other documents, instruments andagreements and to do all such acts or things deemed by him/them to be incidentalto, ancillary to or in connection with the matters contemplated in or relating to theFormal Agreement and/or the Disposal as he/they may consider necessary,desirable or expedient.

Dated this day of 2009 Signature (Note 5)

Notes:

1. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate toall the shares of the Company registered in your name(s).

2. Please insert full name(s) and address(es) in BLOCK CAPITALS.

3. If any proxy other than the Chairman of the Meeting is preferred, please strike out the words “the Chairman of the meeting or” and insert in BLOCK CAPITALSfull name and address of the proxy desired in the space provided. A proxy need not be a member of the Company.

4. IMPORTANT: IF YOU WISH TO VOTE FOR OR AGAINST THE RESOLUTIONS, PLEASE PLACE A “✓” IN THE APPROPRIATE BOX. If you do not indicatehow you wish your proxy to vote, your proxy will be entitled to exercise his discretion whether to vote for or against the resolutions or to abstain from voting.Your proxy will be entitled to vote at his discretion on any resolutions properly put to the meeting other than those referred to in the notice convening themeeting.

5. This form of proxy must be signed under the hand of the appointor or of his attorney duly authorised in writing, or if the appointor is a corporation, either underseal or under the hand of an officer or attorney duly authorised.

6. 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 share asif he were solely entitled thereto; but should there be more than one of such joint holders present at the meeting personally or by proxy, that one of the saidpersons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

7. To be valid, this form of proxy, together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that powerof attorney or other authority must be deposited at the principal place of business of the Company in Hong Kong at C2, 5/F., Hong Kong Spinners IndustrialBuilding, 601-603 Tai Nan West Street, Cheung Sha Wan, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding of the meeting or anyadjournment thereof.

8. Any alteration made to this form of proxy must be duly initialled by the person who signs it.