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Zall Smart Commerce Group Ltd. — Proxy Solicitation & Information Statement 2017
Dec 11, 2017
50368_rns_2017-12-11_c8a9fb9c-20e6-4de5-8e34-1345480ca216.pdf
Proxy Solicitation & Information Statement
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Zall Group Ltd. 卓爾集團股份有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 2098)
EXTRAORDINARY GENERAL MEETING FORM OF PROXY
I/We[1]
(name) of
(address)
shares[2] of HK$0.00333 each in the capital of Zall Group Ltd.
being the registered holder(s) of
(the “ Company ”), HEREBY APPOINT THE CHAIRMAN OF THE MEETING or[3]
(name)
of
(address)
as my/our proxy to attend and vote for me/us at the extraordinary general meeting (or at any adjournment thereof) of the Company (the “ Meeting ”) to be held at Suite 2101, 21/F, Two Exchange Square, Central, Hong Kong on Thursday, 18 January 2018 at 11:00 a.m. and to vote for me/us as indicated below or, if no such indication is given, as my/our proxy thinks fit.
Capitalized terms used herein shall have the same meaning as those defined in the circular of the Company dated 11 December 2017 to the Shareholders (the “ Circular ”) unless otherwise specified.
| ORDINARY RESOLUTIONS4 | FOR5 | AGAINST5 | AGAINST5 | AGAINST5 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | (a) To approve, confirm and ratify the Framework Agreement entered |
into between | |||||||||
| the Purchaser, the Company, Zall Development Investment, Mr. | Yan and the | ||||||||||
| Vendors in relation to the proposed acquisition of the Second Target Equity | |||||||||||
| Interest and a proposed acquisition of the Subsequent Target Equity Interest; | |||||||||||
| and | |||||||||||
| (b) To authorize any one Director to, on behalf of the Company, do |
all such acts | ||||||||||
| and sign, seal, execute and deliver all such documents and take all such actions | |||||||||||
| as | he/she may consider necessary or desirable for the purpose of or in | ||||||||||
| connection with or to give effect to the Framework Agreement and the | |||||||||||
| transactions contemplated therein. |
Date:
Signature(s)[6] :
Notes:
-
Full name(s) and address(es) must be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated. 2. Please insert the number of Shares registered in your name(s) to which this proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all Shares registered in your name(s).
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If any proxy other than the chairman of the Meeting is preferred, strike out “the chairman of the Meeting” 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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The above descriptions of the proposed ordinary resolutions and special resolution are by way of summary only. The full text appears in the notice of the Meeting.
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IMPORTANT : If you wish to vote for any resolution, tick the box marked “For”. If you wish to vote against any resolution, tick the box marked “Against”. Failure to tick a box will entitle your proxy to cast your vote 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 referred to in the notice convening the Meeting.
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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 executed under its common seal or under the hand of an officer, attorney or other person duly authorized.
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In order to be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof, must be deposited at the Company’s Hong Kong share registrar and transfer office, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding of the Meeting or any adjournment thereof.
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In the case of joint registered holders of any Shares, 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 registered holders is present at the Meeting, either personally or by proxy, that one of the said persons so present whose name stands first on the register of members in respect of such Shares shall alone be entitled to vote in respect thereof.
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The proxy need not be a member of the Company but must attend the Meeting in person to represent you. 10. Completion and return of this form will not preclude you from attending and voting at the Meeting if you so wish. If you attend and vote at the Meeting, the authority of your proxy shall be deemed to be revoked.
PERSONAL INFORMATION COLLECTION STATEMENT
Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the Meeting of the Company (the ’Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Company/Tricor Investor Services Limited at the above address.